Common use of Election Procedures Clause in Contracts

Election Procedures. (a) Subject to the proration and redesignation procedures set forth in Section 1.8, each holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.

Election Procedures. 3.3.1 Partners Stockholders may elect to receive shares of FCLF Common Stock or cash, or a combination thereof (ain all cases without interest) Subject in exchange for such Partners Stockholders’ shares of Partners Common Stock in accordance with the following procedures; provided that, in the aggregate, and subject to the proration provisions of Section 3.3.6 hereof, 50% of the total number of shares of Partners Common Stock issued and redesignation outstanding as of the Closing Date, but excluding any Treasury Stock (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of Partners Common Stock shall be converted into the Cash Consideration; provided, however, that, in the event that the Stock Election Number shall be greater than or less than the Stock Conversion Number, FCLF may, in its discretion, increase or decrease the Stock Conversion Number by an amount up to (but not to exceed) the amount of any such difference; provided further, however, that FCLF may not increase or decrease the Stock Conversion Number by an amount that would prevent the tax opinion referred to in Section 9.1.6 hereof from being rendered because the firm charged with providing such opinion reasonably determines that, as a result of such increase or decrease in the Stock Conversion Number, the Merger may not satisfy the continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code. Any Dissenting Shares, properly perfected under the DGCL, shall be entitled to receive cash pursuant to the DGCL. Shares of Partners Common Stock as to which a Cash Election has been made are referred to herein as “Cash Election Shares.” Shares of Partners Common Stock as to which a Stock Election has been made are referred to herein as “Stock Election Shares.” Shares of Partners Common Stock as to which a Mixed Election has been made are referred to herein as “Mixed Election Shares”. Shares of Partners Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed or timely submitted) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Partners Common Stock with respect to which Stock Consideration has been elected, either pursuant to a Stock Election or Mixed Election, is referred to herein as the “Stock Election Number.” 3.3.2 Partners shall cause an election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form and substance acceptable to FCLF (the “Election Form”), to be mailed with the Proxy Statement-Prospectus (or on such other date as Partners and FCLF shall mutually agree) (the “Mailing Date”) to each Partners Stockholder who is the record holder of Partners Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such Partners Stockholder, subject to the allocation and election procedures set forth in this Section 1.83.3, each (i) to elect to receive the Cash Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a “Cash Election”), in accordance with Section 3.1.2, (ii) to elect to receive the Stock Consideration for all of the shares of Partners Common Stock held by such Partners Stockholder (a “Stock Election”), in accordance with Section 3.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder’s Partners Common Stock and the Cash Consideration for the remaining part of such holder’s Partners Common Stock (a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of Cash Consideration or Stock Consideration for the shares of Partners Common Stock held by such Partners Stockholder (a “Non-Election”). A holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Partners Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (a “Share RepresentativesRepresentative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Partners Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of . Any shares of Company Partners Common Stock (other than Excluded Shares) plus with respect to which the number holder thereof shall not, as of Equity Award Equivalent Shares (such numberthe Election Deadline, have made an election by submission to the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares Exchange Agent of an effective, properly completed Election Form shall be a number equal deemed Non-Election Shares. In no event shall Dissenting Shares receive Merger Consideration pursuant to 32.5% this Agreement. However, for purposes of making the Fully Diluted Stock Amount outstanding immediately prior to proration calculations provided for in this Section 3.3, Dissenting Shares existing at the Effective Time shall be deemed Cash Election Shares. 3.3.3 To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Edwardsville, Illinois time, on the later of the date of the Partners Stockholder Meeting or the 25th day following the Mailing Date (excluding Dissenting Sharesor such other time and date as FCLF and Partners may mutually agree) (the “Maximum Cash Election NumberDeadline”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for however, that the avoidance of doubt, (x) Election Deadline may not occur on or after the Overage Stock Election Number cannot be greater than a number equal Closing Date. Partners shall use all reasonable efforts to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The make available as promptly as possible an Election Form shall be mailed with the Proxy Statement to all holders any holder of record of shares of Company Partners Common Stock as of the record date of the Company Stockholders Meeting. Thereafterwho, the Company and Parent shall each use its reasonable and diligent efforts prior to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent requests such Election Form following the initial mailing of the Election Forms. Partners shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information necessary for it to perform as specified herein. To be effective, an Election Form must be An election shall have been properly completed and received by made only if the Exchange Agent on shall have actually received a properly completed Election Form by the Election Deadline. If a Partners Stockholder either (i) does not submit a properly completed Election Form in a timely fashion, or before 5:00 p.m., Chicago Time, on the fifth Business Day (ii) revokes its Election Form prior to the Effective Time Election Deadline (without later submitting a properly completed Election Form prior to the “Election Deadline”), the shares of Partners Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or modified changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification change is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification, or revocation is received and whether any such election, modification, or modification revocation has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closemade.

Election Procedures. (a) Subject to the proration and redesignation procedures set forth in Section 1.8, each Each holder of record of shares of Company Common Stock Paramount Shares (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on a Specified Stockholder or an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”Investor) to be converted into the right to receive Cash the New Paramount Merger Consideration for in accordance with, and subject to, Section 2.1(a), Section 2.1(b) and this Section 2.2 (an “Electing Holder”) shall have the right, subject to the limitations set forth in this Section 2.2, to submit an election in accordance with the following procedures: (i) Each Electing Holder may specify in a request made in accordance with the provisions of this Section 2.2 (herein called an “Election”) (A) the number of Paramount Class A Shares and the number of Paramount Class B Shares owned by such shares Electing Holder (which in each case shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Effective Time Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Stock Election and a Class B Stock Election, respectively, and (excluding Dissenting B) the number of Paramount Class A Shares and Paramount Class B Shares owned by such Electing Holder (which in each case shall be converted into New Paramount Class A Shares or New Paramount Class B Shares, as applicable, pursuant to the Pre-Closing Paramount Merger) with respect to which such Electing Holder desires to make a Class A Cash Election and a Class B Cash Election, respectively. (ii) Paramount shall prepare a form of election reasonably acceptable to Skydance (including appropriate and customary transmittal materials in such form as prepared by Paramount and reasonably acceptable to Skydance) (the “Maximum Cash Election NumberForm of Election”), so as to permit Electing Holders to exercise their right to make an Election. Any Electing Holder that holds any Paramount Shares as nominee, as trustee or in other representative capacity (which in each case shall be converted into New Paramount Shares pursuant to the Pre-Closing Paramount Merger) may, through proper instructions and documentation, submit a separate Form of Election prior to the Election Deadline with respect to each beneficial owner for whom such nominee, trustee or representative holds such Paramount Shares. (ciii) Subject to adjustment in accordance with Section 1.7(d), Paramount and Skydance (A) shall initially make available and mail the number Form of shares of Company Common Stock (other Election not less than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately 20 Business Days prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock anticipated Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard Deadline to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders Holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to such mailing date, and (B) following such mailing date, shall use reasonable best efforts to make available as promptly as practicable a Form of Election to any holder of Paramount Shares (other than the Effective Time (Specified Stockholders and the “Equity Investors) who requests such Form of Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement The time period between such mailing date and the Election Form, Deadline is referred to herein as the “Election Period”. (iv) Any Election shall have been made properly only if the Exchange Agent shall have reasonable discretion received, during the Election Period, a Form of Election properly completed and executed (including duly executed transmittal materials included in the Form of Election) and accompanied, as applicable, by Certificates representing all certificated shares (if any) to determine whether which such Form of Election relates or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Form of Election, from a member of any electionregistered national securities exchange or a commercial bank or trust company in the United States. As used herein, revocation or modification has been properly or timely made unless otherwise agreed in advance by Skydance and to disregard immaterial defects Paramount, “Election Deadline” means 5:00 p.m. local time (in any Election Form, and any good faith decisions the city in which the principal office of the Exchange Agent regarding is located) on the date that is five (5) Business Days prior to the Parties’ good faith estimate of the Closing Date or such matters other date as may be mutually agreed to by the Parties. Skydance and Paramount shall cooperate to issue a press release reasonably satisfactory to each of them announcing the date of the Election Deadline at least three (3) Business Days prior to the Election Deadline. If the Closing Date is delayed to a subsequent date, the Election Deadline shall be binding similarly delayed to a subsequent date, and conclusive. As used in this AgreementSkydance and Paramount shall promptly announce any such delay and, “Business Day” means any day except Saturdaywhen determined, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closethe rescheduled Election Deadline.

Election Procedures. (a) Subject to the proration and redesignation procedures set forth in Section 1.8, each Each holder of record of shares of Company Target Common Stock (other than Excluded Shares and Dissenting Shares“Holder”) will be entitled shall have the right, subject to elect the limitations set forth in this Article II, to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on submit an election form and letter in accordance with the following procedures: (a) Each Holder may specify in a request made in accordance with the provisions of transmittal designed for that purpose in such form as Parent and the Company mutually agree this Section 2.1 (collectivelyeach, an “Election FormElection”). Holders of record ) (i) the number of shares of Company Target Common Stock who hold owned by such shares as nominees, trustees or in other representative capacities Holder with respect to which such Holder desires to make a Stock Election and (“Share Representatives”ii) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the number of shares of Company Target Common Stock held owned by each such Share Representative for Holder with respect to which such Holder desires to make a particular beneficial ownerCash Election. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to Before the Effective Time (excluding Dissenting Shares) Time, Buyer shall appoint First-Citizens Bank & Trust Company, pursuant to an agreement (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election NumberExchange Agent Agreement”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Stock act as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it hereunder. Buyer shall prepare an election form and other appropriate and customary transmittal materials, including a Letter of Transmittal and Surrender Instruction (each defined below), in a form reasonably acceptable to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time Target (the “Election DeadlineForm”), which shall be mailed no more than 40 business days and no less than 20 business days before the anticipated Effective Time or on such earlier date as Target and Buyer shall mutually agree to each Holder as of five business days before the date of such mailing. Each Election Form shall permit such Holder, subject to the allocation and election procedures set forth in this Section 2.1, to (i) elect to receive the Cash Consideration for all of the shares of Target Common Stock held by such Holder in accordance with Section 1.4(c), (ii) elect to receive the Stock Consideration for all of such shares in accordance with Section 1.4(c), (iii) elect to receive the Stock Consideration for a part of such Holder’s Target Common Stock and the Cash Consideration for the remaining part of such Holder’s Target Common Stock or (iv) indicate that such Holder has no preference as to the receipt of cash or Buyer Common Stock for such shares (a “Non-Election”). Any A Holder who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Form may be revoked or modified by the person submitting Forms, provided, that each such Election Form covers all of the shares of Target Common Stock held by such Representative for a particular beneficial owner. Any shares of Target Common Stock with respect to which the Holder thereof has not, as of the Election Deadline, made an election by submission to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the an effective, properly completed Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters Form shall be binding and conclusivedeemed Non-Election Shares. As used in this Agreement, “Business DayLetter of Transmittal” means any day except Saturdaya letter of transmittal to the Exchange Agent, Sunday which shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and which shall specify that delivery of Certificate(s) shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of such Certificate(s) (or customary affidavits of loss in lieu of such Certificate(s) and indemnification regarding the loss or destruction of such Certificate(s)). As used in this Agreement, “Surrender Instructions” means instructions for use in surrendering Certificate(s) (or customary affidavits of loss in lieu of such Certificates and indemnification regarding the loss or destruction of such Certificates) in exchange for the Merger Consideration and any day on cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.3(f) upon surrender of such Certificate and any dividends or distributions to which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action the holder is entitled pursuant to closeSection 2.3(c).

Election Procedures. 3.2.1. Holders of GCB Common Stock may elect to receive shares of OFC Common Stock or cash (ain either case without interest) Subject in exchange for their shares of GCB Common Stock in accordance with the procedures set forth herein; provided that, in the aggregate, and subject to the proration provisions of this Section 3.2, 60% of the total number of shares of GCB Common Stock issued and redesignation outstanding at the Effective Time, excluding any Non-Exchangeable Shares (the “Stock Conversion Number”), shall be converted into the Stock Consideration and the remaining outstanding shares of GCB Common Stock shall be converted into the Cash Consideration. Shares of GCB Common Stock as to which a Cash Election (including, pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of GCB Common Stock as to which a Stock Election has been made (including, pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of GCB Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of GCB Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as GCB and OFC shall mutually agree (“Election Form”), shall be mailed no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such earlier date as OFC and GCB shall mutually agree (the “Mailing Date”) to each holder of record of GCB Common Stock as of five business days prior to the Mailing Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 1.83.2, each (i) to elect to receive the Cash Consideration for all of the shares of GCB Common Stock held by such holder, in accordance with Section 3.1.3, (ii) to elect to receive the Stock Consideration for all of such shares, in accordance with Section 3.1.3, (iii) to elect to receive the Stock Consideration for a part of such holder’s GCB Common Stock and the Cash Consideration for the remaining part of such holder’s GCB Common Stock, or (iv) to indicate that such record holder has no preference as to the receipt of cash or OFC Common Stock for such shares. A holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company GCB Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (a “Share RepresentativesRepresentative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company GCB Common Stock held by each such Share Representative for a particular beneficial owner. Any shares of GCB Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, have made an election by submission to the Exchange Agent of an effective, properly completed Election Form shall be deemed Non-Election Shares. (b) Subject to adjustment in accordance with Section 1.7(d)3.2.3. To be effective, the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares a properly completed Election Form shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior submitted to the Effective Time Exchange Agent on or before 5:00 p.m., New Jersey time, on the 20th day following the Mailing Date (excluding Dissenting Sharesor such other time and date as OFC and GCB may mutually agree) (the “Maximum Cash Election NumberDeadline”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for however, that the avoidance of doubt, (x) Election Deadline may not occur on or after the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form Closing Date. GCB shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent best efforts to mail or make available the up to two separate Election Form Forms, or such additional Election Forms as OFC may permit, to all persons who become holders (or beneficial owners) of shares of Company GCB Common Stock during the period between the record date for Election Form Record Date and the Company Stockholders Meeting and close of business on the business day prior to the Election Deadline, and Parent . GCB shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed and received duly executed Election Form by the Exchange Agent on Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or before 5:00 p.m.more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates (including delivery by electronic book-entry form) or the guaranteed delivery of such Certificates) representing all shares of GCB Common Stock covered by such Election Form, Chicago Time, on together with duly executed transmittal materials included with the fifth Business Day Election Form. If an GCB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Effective Time Election Deadline (without later submitting a properly completed Election Form prior to the “Election Deadline”), the shares of GCB Common Stock held by such shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or modified changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification change is actually received by the Exchange Agent at or prior to the Election Deadline. OFC shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or modification revocation has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of made. All elections shall be revoked automatically if the Exchange Agent regarding such matters is notified in writing by OFC or GCB, upon exercise by OFC or GCB of its respective or their mutual rights to terminate this Agreement to the extent provided under Article XI, that this Agreement has been terminated in accordance with Article XI and OFC shall cause all Certificates to be promptly returned without charge to all persons submitting Election Forms to the Exchange Agent. 3.2.4. If the aggregate number of shares of GCB Common Stock with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be binding converted into the right to receive the Cash Consideration, and conclusiveStock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. As used If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in this Agreementthe following manner: (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, “Business Day” means any day except Saturdaythen all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, Sunday the numerator of which is the Shortfall Number and any day on the denominator of which banks is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in Mattoonrespect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, Illinoisthe numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, or Decatur, Illinois, are authorized or required by law or other government action with the remaining number of such holder’s Cash Election Shares being converted into the right to closereceive the Cash Consideration.

Election Procedures. (ai) Subject Each Person who is a record holder of Public Share(s) on the Election Form Record Date (as defined below) (including each Person other than an Affiliated Holder who is a record owner of Restricted Shares) and each Person who has made an Irrevocable Option Election (as defined below) shall be entitled to make an election (the proration “Elections”), with respect to each Public Share held by it as of such time, to receive the Cash Consideration (a “Cash Election”) or with respect to each Public Share or Net Electing Option Share held by it as of such time, to receive the Stock Consideration (a “Stock Election”) (each Public Share or Net Electing Option Share for which a valid Stock Election has been made is hereinafter referred to as a “Stock Election Share”). All such Elections shall be made on a form (a “Form of Election”) in compliance with the terms of this Section 3.01(c) and redesignation procedures set forth in Section 1.83.01(d). Each holder of record and, if not otherwise a holder of record, each holder of record Net Electing Option Shares, shall submit only one Form of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for Election except that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders holders of record of shares of Company Common Stock Public Share(s) who hold such shares Public Share(s) as nominees, trustees or in other representative capacities (each, a “Share RepresentativesShares Representative”) may submit multiple a separate Form of Election Forms, on or before the Election Deadline with respect to each beneficial owner for whom such Shares Representative holds Public Share(s); provided that such Share Shares Representative certifies that such Form of Election covers all of the Public Share(s) held by such Shares Representative for such beneficial owner whose Public Share(s) are covered by such Form of Election. For purposes hereof, a holder of Public Shares or Net Electing Option Shares who does not make a valid Election prior to the Election Deadline, including but not limited to any failure to return the Form of Election to the Paying Agent prior to the Election Deadline, any revocation of a Form of Election, or any failure to properly complete the Form of Election, each in accordance with the procedures set forth in this Section 3.01 shall be deemed (i) to have elected to receive the Cash Consideration for each such Public Share and (ii) not to have made a Stock Election Form covers all the shares of Company Common Stock held by with respect to each such Net Electing Option Share Representative for a particular beneficial owner. (bsuch that the Company Option(s) Subject related to adjustment each such Net Electing Option Share will be treated in accordance with Section 1.7(d3.03(a)(i)). New Holdco may, in its sole discretion reject all or any part of a Stock Election made by (i) a Non-U.S. Person if New Holdco determines that such rejection would be reasonable in light of the requirements of Article VIII, Section 6 of the Company’s by-laws or Article X of New Holdco’s certificate of incorporation, or that such rejection is otherwise advisable to facilitate compliance with FCC restrictions on foreign ownership, or (ii) made in contravention of an agreement entered into pursuant to Section 3.01(b)(ii). In the event that a Stock Election or portion of a Stock Election is rejected pursuant to the preceding sentence, then such a Stock Election or portion of a Stock Election shall be deemed of no force and effect and the record holder making such Stock Election shall for purposes hereof be (i) deemed to have made a Cash Election for each Public Share that is subject to such a rejected Stock Election or portion of a Stock Election and (ii) shall be deemed not to have made a Stock Election for each Net Electing Option Share that is subject to such a rejected Stock Election (such that the Company Option(s) related to each such share will be treated in accordance with Section 3.03(a)(i)). (ii) Each Person (other than an Affiliated Holder) who is a holder of a Company Option on the Election Form Record Date shall be entitled to submit a Form of Election specifying the number of Company Options held by such holder, if any, that such Person irrevocably commits to exercise (subject to any requirements with respect to method of exercise imposed by the Company in order to facilitate the implementation of this Section 3.01 and Section 3.03) immediately prior to the Effective Time (an “Irrevocable Option Election”). All such Irrevocable Option Elections shall be made on a Form of Election. Any such holder who fails properly to submit a Form of Election with respect to Company Options on or before the Election Deadline in accordance with the procedures set forth in this Section 3.01(c) shall be deemed to have failed to make an Irrevocable Option Election and all of such holder’s Company Stock Options that are not covered by a valid Irrevocable Option Election shall be treated in accordance with Section 3.03(a)(i). The aggregate number of shares of Company Common Stock (other than Excluded Sharessubject to an Irrevocable Option Election made pursuant to this Section 3.01(c)(ii) plus the number of Equity Award Equivalent Shares (such number, is referred to as the “Fully Diluted Stock AmountGross Electing Option Shares”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (, and the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), Net Electing Option Shares” shall mean the aggregate number of shares of Company Common Stock that would be issued in the event the Company Options covering the Gross Electing Option Shares were exercised on a net share basis (other than Excluded Shares) to be converted into i.e., paying the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% exercise price of the Fully Diluted Stock Amount outstanding immediately prior to Company Options using the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% value of the Fully Diluted shares of Company Common Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Sharesunderlying such Company Options) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be at a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number price equal to the Fully Diluted Stock Amount outstanding immediately prior to Cash Consideration taking into account the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for exercise price and any required tax withholding. For the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Net Electing Option Shares must make a Stock as of Election pursuant to Section 3.01(c) in order to be eligible to receive the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closeConsideration.

Election Procedures. (a) Subject 3.2.1 Holders of record of Beacon Federal Common Stock may elect to receive shares of BHLB Common Stock or cash in exchange for their shares of Beacon Federal Common Stock. The total number of shares of Beacon Federal Common Stock to be converted into Stock Consideration pursuant to this Section 3.2.1 shall be equal to the proration product obtained by multiplying (x) the number of shares of Beacon Federal Common Stock outstanding immediately prior to the Effective Time by (y) 0.50 (the “Stock Conversion Number”). All other shares of Beacon Federal Common Stock shall be converted into Cash Consideration. 3.2.2 An election form and redesignation procedures set forth other appropriate customary transmittal material in Section 1.8, such form as BHLB and Beacon Federal shall mutually agree (“Election Form”) will be mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on such earlier date as BHLB and Beacon Federal shall mutually agree (the “Mailing Date”) to each holder of record of Beacon Federal Common Stock permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of Company Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Cash Election in accordance with the provision of Section 3.1.4, (other than Excluded Shares and Dissenting Sharesii) will be entitled to elect specify the number of shares of Beacon Federal Common Stock owned by such holder with respect to receive which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or BHLB Common Stock for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”)shares. Holders of record of shares of Company Beacon Federal Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Share RepresentativesRepresentative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Beacon Federal Common Stock held by each such Share Representative for a particular beneficial owner. . Any shares of Beacon Federal Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (b) Subject to adjustment as defined in accordance with Section 1.7(d3.2.3), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior have made an election by submission to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d)Exchange Agent of an effective, the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The properly completed Election Form shall be mailed deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the Proxy Statement to all holders thereof shall in no event receive consideration comprised of record of shares of Company BHLB Common Stock as of the record date of the Company Stockholders MeetingStock. Thereafter, the Company and Parent BHLB shall each use its reasonable and diligent efforts to mail or make available the one or more Election Form Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of shares of Company Beacon Federal Common Stock during the period between the record date for the Company Stockholders Meeting initial mailing of Election Forms and the close of business on the business day prior to the Election DeadlineDeadline (as defined in Section 3.2.3), and Parent Beacon Federal shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the . 3.2.3 The term “Election Deadline”), as used below, shall mean 5:00 p.m., Eastern time, on the later of (i) the date of the Beacon Federal Shareholders Meeting and (ii) the date that BHLB and Beacon Federal shall agree is as near as practicable to five (5) business days prior to the expected Closing Date, or such other time and date as BHLB and Beacon Federal may mutually agree. 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. Any Election Form may be revoked or modified changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification change is actually received by the Exchange Agent at or prior to the Election Deadline. The Certificate or Certificates relating to any revoked Election Form shall be promptly returned without charge to the Person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification change has been properly or timely made and to disregard immaterial defects in any the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used Neither BHLB nor the Exchange Agent shall be under any obligation to notify any Person of any defect in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closean Election Form.

Election Procedures. (a) Subject 3.2.1 Holders of record of Beacon Federal Common Stock may elect to receive shares of BHLB Common Stock or cash in exchange for their shares of Beacon Federal Common Stock. The total number of shares of Beacon Federal Common Stock to be converted into Stock Consideration pursuant to this Section 3.2.1 shall be equal to the proration product obtained by multiplying (x) the number of shares of Beacon Federal Common Stock outstanding immediately prior to the Effective Time by (y) 0.50 (the “Stock Conversion Number”). All other shares of Beacon Federal Common Stock shall be converted into Cash Consideration. 3.2.2 An election form and redesignation procedures set forth other appropriate customary transmittal material in Section 1.8, such form as BHLB and Beacon Federal shall mutually agree (“Election Form”) will be mailed no more than forty (40) business days and no less than twenty (20) business days prior to the Election Deadline or on such earlier date as BHLB and Beacon Federal shall mutually agree (the “Mailing Date”) to each holder of record of Beacon Federal Common Stock permitting such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to specify the number of shares of Company Beacon Federal Common Stock owned by such holder with respect to which such holder desires to make a Cash Election in accordance with the provision of Section 3.1.4, (other than Excluded Shares and Dissenting Sharesii) will be entitled to elect specify the number of shares of Beacon Federal Common Stock owned by such holder with respect to receive which such holder desires to make a Stock Election, in accordance with the provision of Section 3.1.3, or (iii) to indicate that such record holder has no preference as to the receipt of cash or BHLB Common Stock for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”)shares. Holders of record of shares of Company Beacon Federal Common Stock who hold such shares as nominees, trustees or in other representative capacities (a “Share RepresentativesRepresentative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Beacon Federal Common Stock held by each such Share Representative for a particular beneficial owner. . Any shares of Beacon Federal Common Stock with respect to which the holder thereof shall not, as of the Election Deadline (b) Subject to adjustment as defined in accordance with Section 1.7(d3.2.3), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior have made an election by submission to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d)Exchange Agent of an effective, the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The properly completed Election Form shall be mailed deemed Non-Election Shares. Any Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the Proxy Statement to all holders thereof shall in no event receive consideration comprised of record of shares of Company BHLB Common Stock as of the record date of the Company Stockholders MeetingStock. Thereafter, the Company and Parent BHLB shall each use its reasonable and diligent efforts to mail or make available the one or more Election Form Forms as may reasonably be requested in writing from time to time by all persons Persons who become holders (or beneficial owners) of shares of Company Beacon Federal Common Stock during the period between the record date for the Company Stockholders Meeting initial mailing of Election Forms and the close of business on the business day prior to the Election DeadlineDeadline (as defined in Section 3.2.3), and Parent Beacon Federal shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.

Election Procedures. (a) Subject to the proration and redesignation procedures set forth in Section 1.8, each holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.532.14% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.567.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 8181.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 8181.43% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.567.86% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.532.14% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.

Election Procedures. Election forms and other appropriate and customary transmittal materials (a) Subject which shall specify that delivery shall be effected, and risk of loss and title to the proration certificates theretofore representing shares of Legacy Common Stock (“Certificates”) shall pass, only upon proper delivery of such Certificates to an exchange agent designated by ViewPoint (the “Exchange Agent”)) and redesignation procedures set forth acceptable to Legacy in Section 1.8its reasonable discretion, in such form as ViewPoint and Legacy shall mutually agree (“Election Forms”) shall be mailed at least twenty (20) days prior to the anticipated Effective Date (the “Mailing Date”) to each holder of record of shares of Company Legacy Common Stock as of five (other than Excluded Shares and Dissenting Shares5) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately Business Days prior to the Effective Time Mailing Date (excluding Dissenting Shares) (the “Maximum Cash Election NumberForm Record Date”). (ca) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions), subject to the allocation procedures of this Section 2.2, either (i) to elect to receive only ViewPoint Common Stock with respect to such holder’s Legacy Common Stock (“Stock Election Shares”); (ii) to elect to receive only cash with respect to such holder’s Legacy Common Stock (“Cash Election Shares”); (iii) to elect to receive a combination of ViewPoint Common Stock and cash with respect to such holder’s Legacy Common Stock rounded, in each case, to the nearest whole share (“Mixed Election Shares”); or (iv) to indicate that such holder makes no election (“No Election Shares”). Subject to adjustment in accordance with the allocation procedures of this Section 1.7(d2.2(a), the number of shares of Company Common Stock Mixed Election Shares shall be divided by the Exchange Agent into such portion (other than Excluded Shares) to be converted into as closely as possible to 58.875% in the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Sharesaggregate) (the “Stock Election Cap Conversion Number”) with respect to which the holder shall receive ViewPoint Common Stock (the “Mixed Stock Shares”) and such portion (to be approximately 41.125% in the aggregate) with respect to which the holder shall receive cash (the “Mixed Cash Shares”) for the purposes of allocating the Merger Consideration as specified below, and any such number between it being the Maximum Stock intention that, to the fullest extent possible, subject to all applicable constraints, all Mixed Election Number Shares shall receive the consideration without regard to the pro rata selection process set forth in Section 1.7(cbelow. Any Legacy Common Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent an effective, properly completed Election Form on or before 5:00 p.m., Central time, on the fifteenth day following the Mailing Date (or such other time and date as ViewPoint and Legacy may mutually agree) (the “Election Deadline”) shall also be deemed to be “No Election Shares.” (b) ViewPoint shall make available up to the Stock two separate Election Cap NumberForms, the “Overage Stock or such additional Election Number”)Forms as ViewPoint in its sole discretion may permit, then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders (or beneficial owners) of shares of Company Legacy Common Stock during the period between the record date for Election Form Record Date and close of business on the Company Stockholders Meeting and Business Day prior to the Election Deadline, and Parent Legacy shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information reasonably necessary for it to perform as specified herein. To Legacy acknowledges that no deadlines for mailing Election Forms contained elsewhere in this Agreement shall be effective, an Election Form must applicable to such shareholders and that the election requests of such shareholders need not be honored. (c) Any such election shall have been properly completed and received by made only if the Exchange Agent on or before 5:00 p.m., Chicago Time, on shall have actually received a properly completed Election Form by the fifth Business Day prior to the Effective Time (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 guaranteed delivery of such Certificates) representing all shares of Legacy Common Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or modified changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Following the Election Deadline, an Election Form may not be revoked or changed by the person submitting such Election Form. In the event an Election Form is revoked prior to the Election Deadline, the shares of Legacy Common Stock represented by such Election Form shall become No Election Shares and ViewPoint shall cause the Certificates to be promptly returned without charge to the person submitting the Election Form upon written request to that effect from the person who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable the sole discretion to determine whether any election, revocation or modification change has been properly or timely made and to disregard immaterial defects in any the Election FormForms, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used Neither ViewPoint nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (d) Within five (5) Business Days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, ViewPoint shall cause the Exchange Agent to effect the allocation among the holders of Legacy Common Stock of rights to receive the Stock Consideration or the Cash Consideration in the Merger in accordance with the Election Forms, subject to Section 2.2(e). (e) Notwithstanding any other provision contained in this Agreement, “Business Day” means any day except Saturday, Sunday the total number of shares of Legacy Common Stock to be converted into the right to receive the Stock Consideration pursuant to Section 2.1 shall not be less than that number equal to approximately 58.875% of the total number of shares of Legacy Common Stock issued and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closeoutstanding as of the Effective Time.

Election Procedures. (aThe Parties acknowledge that for United States income tax purposes it is intended that the Merger shall qualify as a reorganization under the provisions of Section 368(a) Subject of the Code, and this Agreement is intended to be and is adopted as, a plan of reorganization within the meaning of Section 368 of the Code. Consistent with that intent, notwithstanding any provision of this Agreement to the proration and redesignation procedures set forth in Section 1.8contrary, each holder the aggregate Merger Consideration payable to all holders of record of shares of Company Alliance Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each shall include such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company NEWCO Common Stock (other than Excluded Shares) plus as is necessary Back to Contents in order that the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the aggregate number of shares of Company Alliance Common Stock (other than Excluded Shares) to be converted into exchanged through the right to receive Parent Merger for shares of NEWCO Common Stock Consideration for such shares shall be a number equal to 67.5is at least 75% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions aggregate of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum total number of shares of Alliance Common Stock Election Number set forth issued and outstanding (including those issued and outstanding shares of Alliance Common Stock held in Section 1.7(cthe Alliance Stock Option Income Deferral Plan) and (ii) equal to or less than a the total number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement to all holders of record of shares of Company Alliance Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts subject to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago Time, on the fifth Business Day Options immediately prior to the Effective Time (the “Minimum Share Requirement”). Holders of Options may elect to receive shares of NEWCO Common Stock or, by virtue of having failed to elect to receive shares of NEWCO Common Stock, the cash Option Price as contemplated in Section 3.1.4, and holders of Alliance Common Stock (including issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) may elect to receive shares of NEWCO Common Stock or, subject to the Minimum Share Requirement, the Cash Election Price in exchange for their shares of Alliance Common Stock or Options, as the case may be, in accordance with the following procedures. 3.2.1 An election form (“Election Form”) will be sent by NEWCO no later than fifteen (15) Business Days and no earlier than thirty (30) Business Days prior to the expected Effective Time (provided that it need not be sent until the approvals from the Bank Regulators as set forth in Section 8.4 have been obtained) to each holder of record of Alliance Common Stock and each holder of an Option permitting such holder (or in the case of nominee record holders, the beneficial owner through proper instructions and documentation) to elect to receive either (i) NEWCO Common Stock with respect to each share of such holder’s Alliance Common Stock or Option, as the case may be, as provided herein (the “Alliance Stock Election Shares”) or (ii) in the case of holders of Alliance Common Stock, cash with respect to each share of such holder’s Alliance Common Stock, as provided herein (the “Alliance Cash Election Shares”). Any shares of Alliance Common Stock (including those issued and outstanding shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) with respect to which the holder thereof shall not, as of the Election Deadline, have made such an election by submission to the Exchange Agent on an effective, properly completed Election Form shall be deemed to be Alliance Stock Election Shares and shall be converted into NEWCO Common Stock in accordance with Section 3.1.2. Any Options with respect to which the holder thereof shall not, as of the Election Deadline, have made such election by submission to the Exchange Agent of an effective, properly completed Election Form shall be entitled to the Option Price as set forth in Section 3.1.4 hereof multiplied by the number of shares of Alliance Common Stock subject to such Option. Any Dissenting Shares shall be deemed to be Alliance Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NEWCO Common Stock. 3.2.2 The term “Election Deadline”), as used below, shall mean 5:00 p.m., Eastern time, on the fifteenth (15th) Business Day following but not including the date of mailing of the Election Form or such other date as Alliance and NEWCO shall mutually agree upon, provided in any event, the Election Deadline shall be at or before the Effective Time. Any election to receive NEWCO Common Stock or cash shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. Any Election Form may be revoked or modified changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is actually received received, including by facsimile, by the Exchange Agent at or prior to the Election Deadline. Subject The certificate or certificates representing Alliance Common Stock relating Back to Contents to any revoked Election Form shall be promptly returned without charge to the terms of this Agreement and person submitting the Election FormForm to the Exchange Agent. The Exchange Agent shall have discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. Within five (5) Business Days after the Election Deadline, the Exchange Agent shall have reasonable discretion calculate the allocation, if any, among holders of Alliance Common Stock of rights to determine whether any electionreceive the Cash Election Price in the Merger in accordance with the Election Forms as follows: (i) If the number of Alliance Stock Election Shares is less than the Minimum Share Requirement, revocation or modification has been properly or timely made then the Alliance Cash Election Shares will be converted into the right to receive NEWCO Common Stock and cash in the following manner: (A) a proration factor (the “Cash Proration Factor”) shall be determined by dividing (x) the number by which the sum of (i) the number of Cash Election Shares and (ii) the number of shares of Alliance Common Stock subject to disregard immaterial defects in any Election FormOptions immediately prior to the Effective Time receiving the cash Option Price, and any good faith decisions exceeds 25% of the Exchange Agent regarding such matters sum of (iii) the total number of shares of Alliance Common Stock issued and outstanding (including without limitation the shares of Alliance Common Stock held in the Alliance Stock Option Income Deferral Plan) and (iv) the total number of shares of Alliance Stock underlying Options immediately prior to the Effective Time, by (y) the sum of (v) number of Cash Election Shares (excluding Dissenting Shares therefrom) plus (vi) the number of shares of Alliance Common Stock subject to Options immediately prior to the Effective Time receiving the cash Option Price; (B) the number of Alliance Cash Election Shares (other than Dissenting Shares) held by each holder of shares of Alliance Common Stock that will be converted into the right to receive cash pursuant to the terms of Section 3.1.3 shall be binding reduced by that whole number of Cash Election Shares held by such holder of shares of Alliance Common Stock determined by multiplying the Cash Proration Factor by the number of Alliance Cash Election Shares held by such holder and conclusive. As used rounding up to the nearest whole share; and (C) all Alliance Cash Election Shares (other than (i) those shares converted into the right to receive cash in this Agreementaccordance with the preceding subparagraph (B), “Business Day” means any day except Saturday, Sunday (ii) Options the holders of which failed to make the election contemplated in Section 3.1.4 hereof and any day on which banks (iii) Dissenting Shares) shall be converted into the right to receive NEWCO Common Stock in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to closeaccordance with the terms of Section 3.1.2.

Election Procedures. (a) Subject An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the proration Exchange Agent in such form as Company and redesignation procedures set forth in Section 1.8Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of shares Company Common Stock other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock (Stock, other than Excluded holders of Dissenters’ Shares (or in the case of nominee record holders, the beneficial owner through proper instructions and Dissenting Sharesdocumentation), to (i) will be entitled to elect to receive for each such share the Cash Consideration and/or for all or a portion of the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree holder’s shares (collectively, an a “Election FormCash Election”). Holders , (ii) elect to receive the Stock Consideration for all or a portion of record of the holder’s shares of Company Common (a “Stock who hold such shares as nominees, trustees or in other representative capacities (“Share RepresentativesElection”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(d), seventy-five percent (75%) of the total number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (such number of shares of Company Common Stock, the “Maximum Cash Election Stock Conversion Number”). , shall be converted into the Stock Consideration and twenty-five percent (c25%) Subject to adjustment of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 1.7(d2.04(c). In arriving at the Stock Conversion Number and the number of Shares converted into the Cash Consideration, the treasury stock and other shares described Section 2.01(b) shall be excluded. A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to as “Cash Election Shares”. Shares of Company Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares”. Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and timely returned) are referred to as “Non-Election Shares”. The aggregate number of shares of Company Common Stock (other than Excluded Shares) with respect to be converted into the right which a Stock Election has been made is referred to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (herein as the “Maximum Stock Election Number”). (db) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election NumberTo be effective, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The properly completed Election Form shall be mailed with the Proxy Statement submitted to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on by or before 5:00 p.m., Chicago TimeNew York City time, on a date no later than the fifth (5th) Business Day prior to the Effective Time Closing Date to be mutually agreed upon by the parties (the “Election Deadline”). Any Election Form may be revoked or modified , accompanied by the person submitting Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that Certificates are in fact delivered to the Exchange Agent by written notice the time required by the guarantee of delivery; failure to deliver shares of Company Common Stock covered by the guarantee of delivery within the time set required shall invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). Buyer shall publicly announce the Election Date as soon as practicable after it has been determined. For shares of Company Common Stock held in book entry form, Buyer shall establish delivery procedures which shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock of that holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation revocation, or modification change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 of this Agreement, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of the holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to in this Agreement as the “Business Day” means any day except SaturdayShortfall Number”), Sunday then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and any day on the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 of this Agreement, each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by the holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by the holder by (y) a fraction, the numerator of which banks is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of the holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 of this Agreement, each holder of Cash Election Shares shall receive the Stock Consideration in Mattoonrespect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by the holder by (y) a fraction, Illinoisthe numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, or Decaturwith the remaining number of the holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. (d) If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Fish LLP, Illinoisrespectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, are authorized or required then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by law or other government action the minimum amount necessary to closeenable the tax opinions to be rendered.

Election Procedures. 3.2.1. Holders of CLFC Common Stock may elect to receive shares of First Clover Leaf Financial Common Stock or cash, or a combination thereof (ain all cases without interest) Subject in exchange for their shares of CLFC Common Stock in accordance with the following procedures, provided that, in the aggregate, and subject to the proration provisions of Section 3.2.6, 70% of the total number of shares of CLFC Common Stock issued and redesignation outstanding at the Effective Time, including any Dissenting Shares but excluding any Treasury Stock (the "Stock Conversion Number"), shall be converted into the Stock Consideration and the remaining outstanding shares of CLFC Common Stock shall be converted into the Cash Consideration. Shares of CLFC 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 CLFC 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 CLFC Common Stock as to which no election has been made (or as to which an Election Form is not returned properly completed) are referred to herein as "Non-Election Shares." The aggregate number of shares of CLFC Common Stock with respect to which a Stock Election has been made is referred to herein as the "Stock Election Number." 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Exchange Agent), in such form as CLFC and First Federal Financial shall mutually agree (the "Election Form"), shall be mailed no more than 40 business days and no less than 20 business days prior to the anticipated Effective Time or on such earlier date as CLFC and First Federal Financial shall mutually agree (the "Mailing Date") to each holder of record of CLFC Common Stock as of five business days prior to the Mailing Date (the "Election Form Record Date"). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 1.83.2, each (i) to elect to receive the Cash Consideration for all of the shares of CLFC Common Stock held by such holder (a "Cash Election"), in accordance with Section 3.1.2, (ii) to elect to receive the Stock Consideration for all of such shares (a "Stock Election"), in accordance with Section 3.1.2, (iii) to elect to receive the Stock Consideration for a part of such holder's CLFC Common Stock and the Cash Consideration for the remaining part of such holder's CLFC Common Stock (a "Mixed Election"), or (iv) to indicate that such record holder has no preference as to the receipt of cash or First Clover Leaf Financial Common Stock for such shares (a "Non-Election"). A holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree (collectively, an “Election Form”). Holders of record of shares of Company CLFC Common Stock who hold holds such shares as nomineesnominee, trustees trustee or in other another representative capacities capacity (“Share Representatives”a "Representative") may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company CLFC Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of . Any shares of Company CLFC Common Stock (other than Excluded Shares) plus with respect to which the number of Equity Award Equivalent Shares (such numberholder thereof shall not, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% as of the Fully Diluted Stock Amount outstanding immediately prior Election Deadline, have made an election by submission to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d)Exchange Agent of an effective, the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The properly completed Election Form shall be mailed deemed Non-Election Shares. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the Proxy Statement holders thereof shall in no event receive consideration comprised of First Clover Leaf Financial Common Stock, subject to Section 3.1.5; provided, however, that for purposes of making the proration calculations provided for in this Section 3.2, only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., Edwardsville, Illinois time, on the 25th day following the Mailing Date (or such other time and date as First Federal Financial and CLFC may mutually agree) (the "Election Deadline"); provided, however, that the Election Deadline may not occur on or after the Closing Date. First Federal shall use all holders reasonable efforts to make available as promptly as possible an Election Form to any holder of record of shares of Company CLFC Common Stock as who requests such Election Form following the initial mailing of the record date of the Company Stockholders Meeting. Thereafter, the Company Election Forms and Parent shall each use its reasonable and diligent efforts prior to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent . CLFC shall provide Computershare Trust Company, N.A., Parent’s exchange agent (to the “Exchange Agent”) with Agent all information reasonably necessary for it to perform as specified herein. To be effective, an Election Form must be An election shall have been properly completed and received by made only if the Exchange Agent on 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 before 5:00 p.m.more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of CLFC Common Stock covered by such Election Form, Chicago Time, on together with duly executed transmittal materials included with the fifth Business Day Election Form. If a CLFC stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Effective Time Election Deadline (without later submitting a properly completed Election Form prior to the “Election Deadline”), the shares of CLFC Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or modified changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification change is actually received by the Exchange Agent at or prior to the Election Deadline. First Federal Financial shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person submitting the Election Form to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether when any election, modification or revocation is received and whether any such election, modification or modification revocation has been properly or timely made made. 3.2.4. If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to disregard immaterial defects in any Election Formreceive the Cash Consideration, and any good faith decisions each holder of Stock Election Shares will be entitled to receive the Exchange Agent regarding Stock Consideration only with respect to that number of Stock Election Shares held by such matters holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the "Shortfall Number"), then all Stock Election Shares shall be binding converted into the right to receive the Stock Consideration and conclusive. As used the Non-Election Shares and Cash Election Shares shall be treated in this Agreementthe following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, “Business Day” means any day except Saturdaythen all Cash Election Shares shall be converted into the right to receive the Cash Consideration and each holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, Sunday the numerator of which is the Shortfall Number and any day on the denominator of which banks is the total number of Non-Election Shares, with the remaining number of such holder's Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and each holder of Cash Election Shares shall receive the Stock Consideration in Mattoonrespect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, Illinoisthe numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, or Decatur, Illinois, are authorized or required by law or other government action with the remaining number of such holder's Cash Election Shares being converted into the right to closereceive the Cash Consideration.

Election Procedures. (a) Subject An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of such Certificates to the proration Exchange Agent in such form as Company and redesignation procedures set forth in Section 1.8Buyer shall mutually agree (the “Election Form”), shall be mailed no more than forty (40) and no less than twenty (20) Business Days prior to the anticipated Election Deadline (the “Mailing Date”) to each holder of record of shares Company Common Stock other than holders of Dissenters’ Shares. Each Election Form shall permit the holder of record of Company Common Stock (Stock, other than Excluded Shares holders of Dissenters’ Shares, (or in the case of nominee record holders, the beneficial owner through proper instructions and Dissenting Sharesdocumentation) will be entitled to (i) elect to receive for each such share the Cash Consideration and/or for all or a portion of the Parent Stock Consideration. All such elections shall be made on an election form and letter of transmittal designed for that purpose in such form as Parent and the Company mutually agree holder’s shares (collectively, an a “Election FormCash Election”). Holders , (ii) elect to receive the Stock Consideration for all or a portion of record of the holder’s shares of Company Common (a “Stock who hold such shares as nominees, trustees or in other representative capacities (“Share RepresentativesElection”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), or (iii) make no election with respect to the receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”); provided that, subject to Section 2.04(c), eighty percent (80%) of the total number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount issued and outstanding immediately prior to the Effective Time (Time, excluding Dissenting Sharesany treasury stock and shares described in Section 2.01(b)(ii) (the “Maximum Cash Election Stock Conversion Number”). , shall be converted into the Stock Consideration and twenty percent (c20%) Subject to adjustment of such shares of Company Common Stock shall be converted into the Cash Consideration in accordance with the allocation procedures set forth in Section 1.7(d2.04(c), the . A record holder acting in different capacities or acting on behalf of other Persons in any way will be entitled to submit an Election Form for each capacity in which such record holder so acts with respect to each Person for which it so acts. Shares of Company Common Stock as to which a Cash Election has been made are referred to as “Cash Election Shares.” Shares of Company Common Stock as to which a Stock Election has been made are referred to as “Stock Election Shares.” Shares of Company Common Stock as to which no election has been made (or as to which an Election Form is not properly completed and returned in a timely fashion) are referred to as “Non-Election Shares.” The aggregate number of shares of Company Common Stock (other than Excluded Shares) with respect to be converted into the right to receive Parent Stock Consideration for such shares shall be which a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard has been made is referred to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (herein as the “Stock Election Cap Number.”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (eb) The To be effective, a properly completed Election Form shall be mailed with the Proxy Statement submitted to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Meeting. Thereafter, the Company and Parent shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Meeting and the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) with all information necessary for it to perform as specified herein. To be effective, an Election Form must be properly completed and received by the Exchange Agent on or before 5:00 p.m., Chicago TimeNew York City time, on a date no later than the fifth 5th Business Day prior to the Effective Time Closing Date to be mutually agreed upon by the parties (which date shall be publicly announced by Buyer as soon as practicable prior to such date) (the “Election Deadline”). Any Election Form may be revoked or modified , accompanied by the person submitting Certificates as to which such Election Form is being made or by an appropriate guarantee of delivery of such Certificates, as set forth in the Election Form, from a member of any registered national securities exchange or a commercial bank or trust company in the United States (provided that such Certificates are in fact delivered to the Exchange Agent by written notice the time required in such guarantee of delivery; failure to deliver shares of Company Common Stock covered by such guarantee of delivery within the time set forth on such guarantee shall be deemed to invalidate any otherwise properly made election, unless otherwise determined by Buyer, in its sole discretion). For shares of Company Common Stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. If a holder of Company Common Stock either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes the holder’s Election Form prior to the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or Election Deadline (without later submitting a properly completed Election Form prior to the Election Deadline), the shares of Company Common Stock held by such holder shall be designated Non-Election Shares. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Buyer and Company that this Agreement has been terminated. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification change has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used Neither Buyer nor the Exchange Agent shall be under any obligation to notify any Person of any defect in an Election Form. (c) The allocation among the holders of shares of Company Common Stock of rights to receive the Cash Consideration and the Stock Consideration will be made as follows: (i) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Cash Consideration, and, subject to Section 2.03 hereof, each holder of Stock Election Shares will be entitled to receive the Stock Consideration in respect of that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of the holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; (ii) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and the Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and, subject to Section 2.03 of this Agreement, “Business Day” means any day except Saturdayeach holder of Non-Election Shares shall receive the Stock Consideration in respect of that number of Non-Election Shares held by the holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by the holder by (y) a fraction, Sunday the numerator of which is the Shortfall Number and any day on the denominator of which banks is the total number of Non-Election Shares, with the remaining number of the holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) if the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration, and, subject to Section 2.03 of this Agreement, each holder of Cash Election Shares shall receive the Stock Consideration in Mattoonrespect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by the holder by (y) a fraction, Illinoisthe numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, or Decaturwith the remaining number of the holder’s Cash Election Shares being converted into the right to receive the Cash Consideration. If the tax opinions referred to in Section 6.01(e) cannot be rendered (as reasonably determined by ▇▇▇ ▇▇▇▇▇▇ LLP and Cranmore, Illinois▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, are authorized or required respectively) as a result of the Merger potentially failing to qualify as a reorganization under Section 368(a) of the Code, then Buyer may, in its sole discretion, increase the number of shares of Company Common Stock entitled to receive the Stock Consideration by law or other government action the minimum amount necessary to closeenable such tax opinions to be rendered.

Election Procedures. (aA) Subject to the proration and redesignation procedures set forth in Section 1.8, each holder of record of shares of Company Common Stock (other than Excluded Shares and Dissenting Shares) will be entitled to elect to receive for each such share the Cash Consideration and/or the Parent Stock Consideration. All such elections shall be made on an An election form and letter other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of transmittal designed for that purpose loss and title to the certificates theretofore representing shares of Northwest Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent) in such form as Parent Northwest and the Company Pacific shall mutually agree (collectively, an “the "Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share Representatives”") may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Cash Consideration for such shares shall be a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Stock Consideration for such shares shall be a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Maximum Stock Election Number”). (d) Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Number, the “Overage Stock Election Number”), then, for all purposes of this Agreement, the “Maximum Stock Election Number” shall be increased to be a number equal to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares). (e) The Election Form shall be mailed with the Proxy Statement on the date of mailing of the Proxy Statement or on such other date as Pacific and Northwest shall mutually agree (the "Mailing Date") to all holders each holder of record of shares of Company Northwest Common Stock as of the record date close of business on the Company Stockholders Meeting. Thereafterfifth business day prior to the Mailing Date (the "Election Form Record Date"). (B) Each Election Form shall permit the holder (or the beneficial owner through appropriate and customary documentation and instructions) to (x) elect to receive (1) the Per Share Stock Consideration in respect of all of such holder's Northwest Common Stock ("Stock Election Shares"); (2) the Per Share Cash Consideration in respect of all of such holder's Northwest Common Stock ("Cash Election Shares"); (3) the Per Share Stock Consideration in respect of that portion of such holder's shares of Northwest Common Stock equal to the Stock Percentage (as defined below), rounded to the nearest whole share (the "Mixed Stock Shares"), and the Per Share Cash Consideration in respect of that portion of such holder's shares of Northwest Common Stock equal to the Cash Percentage (as defined below), rounded to the nearest whole share (the "Mixed Cash Shares," and together with the Mixed Stock Shares, the Company "Mixed Election Shares"); (4) the Per Share Stock Consideration in respect of that portion of such holder's shares of Northwest Common Stock equal to any whole percentage specified by such holder that is a multiple of 5% (e.g., 5%, 10%, 15%, 20%, 25%), rounded to the nearest whole share (the "Special Stock Shares"), and Parent shall each use its reasonable the Per Share Cash Consideration in respect of that portion of such holder's shares of Northwest Common Stock equal to any whole percentage specified by such holder that is a multiple of 5%, rounded to the nearest whole share (the "Special Cash Shares," and diligent efforts to mail or make available together with the Special Stock Shares, the "Special Election Form to all persons who become holders Shares"), provided that the percentages of shares of Company Northwest Common Stock during the period between the record date exchanged for the Company Stockholders Meeting Per Share Stock Consideration and the Per Share Cash Consideration shall total 100%, or (y) to make no election with respect to such holder's Northwest Common Stock ("No Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”) Shares"). Any Northwest Common Stock with all information necessary for it respect to perform as specified herein. To be effective, an Election Form must be properly completed and received by which the Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., Chicago Pacific Standard Time, on the fifth Business Day date prior to the Effective Time Determination Date (or such other time and date as Pacific and Northwest may mutually agree) (the “"Election Deadline”). Any ") shall also be deemed to be "No Election Form may be revoked or modified by Shares." "Cash Percentage" shall mean the person submitting such Election Form quotient, rounded to the Exchange Agent nearest thousandth, obtained by written notice to dividing (x) the Exchange Agent only if such notice of revocation or modification is actually received by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Decatur, Illinois, are authorized or required by law or other government action to close.quotient

Election Procedures. (a) Subject to the proration and redesignation procedures set forth in Section 1.82.3 below, each holder of record of shares of Company Common Stock (other than Excluded Shares excluding shares to be canceled pursuant to Section 2.1(c) and Dissenting Shares) will be entitled to elect to receive for each such share (i) the Per Share Cash Consideration and/or (a “Cash Election”); (ii) the Parent Per Share Stock ConsiderationConsideration (a “Stock Election”); or (iii) fifty percent (50%) of the Per Share Cash Consideration and fifty percent (50%) of the Per Share Stock Consideration (a “Combination Election”). All such elections shall be made on an election a form and letter of transmittal designed for that purpose in such form as Parent and prepared by the Company mutually agree and acceptable to Acquiror (collectively, an “Election Form”). Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in other representative capacities (“Share RepresentativesNominees”) may submit multiple Election Forms, provided that such Share Representative Nominee certifies that each such Election Form covers all the shares of Company Common Stock held by each such Share Representative Nominee for a particular beneficial owner. (b) Subject to adjustment in accordance with Section 1.7(d), the The maximum number of shares of Company Common Stock (other than Excluded Shares) plus the number of Equity Award Equivalent Shares (such number, the “Fully Diluted Stock Amount”) to be converted into the right to receive Per Share Cash Consideration for such shares, consisting of (i) those shares subject to Cash Elections and (ii) those shares subject to the cash portion of Combination Elections shall be a number equal to 32.5% fifty percent (50%) of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time number of Outstanding Company Shares (excluding shares to be canceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Maximum Cash Election Number”). (c) Subject to adjustment in accordance with Section 1.7(d), the . The maximum number of shares of Company Common Stock (other than Excluded Shares) to be converted into the right to receive Parent Per Share Stock Consideration for such shares, consisting of (i) those shares subject to Stock Elections and (ii) those shares subject to the stock portion of Combination Elections, shall be a number equal to 67.5% fifty percent (50%) of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time number of Outstanding Company Shares (excluding shares to be canceled and retired pursuant to Section 2.1(c) and Dissenting Shares) (the “Maximum Stock Election Number”). (d) . Notwithstanding the provisions of Section 1.7(b) with regard to the Maximum Cash Election Number or Section 1.7(c) with regard to the Maximum Stock Election Number, if the number of Stock Electing Shares is (i) greater than the Maximum Stock Election Number set forth in Section 1.7(c) and (ii) equal to or less than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) (the “Stock Election Cap Number”, and any such number between the Maximum Stock Election Number set forth in Section 1.7(c) and up to the Stock Election Cap Numberforegoing, the “Overage Stock Election Number”), then, for all purposes of this Agreement, percentages used in the “Maximum Stock Election Number” shall be increased preceding definitions are subject to be a number equal waiver or modification pursuant to such Overage Stock Election Number, and the “Maximum Cash Election Number” shall be reduced to be a number equal to the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) minus the Overage Stock Election Number; provided, for the avoidance of doubt, (x) the Overage Stock Election Number cannot be greater than a number equal to 81% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares) even if the number of Stock Electing Shares is greater than the Stock Election Cap Number, (y) the Maximum Stock Election Number cannot be less than a number equal to 67.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting Shares), and (z) the Maximum Cash Election Number cannot be greater than a number equal to 32.5% of the Fully Diluted Stock Amount outstanding immediately prior to the Effective Time (excluding Dissenting SharesSection 2.3(d). (ec) The Election Form shall be mailed with the Proxy Statement proxy statement/prospectus to all holders of record of shares of Company Common Stock as of the record date of the Company Stockholders Shareholders’ Meeting. Thereafter, the Company and Parent Acquiror shall each use its reasonable and diligent efforts to mail or make available the Election Form to all persons who become holders of shares of Company Common Stock during the period between the record date for the Company Stockholders Shareholders’ Meeting and 5:00 p.m., central time, on the Election Deadline, and Parent shall provide Computershare Trust Company, N.A., Parent’s exchange agent date ten (10) Business Days prior to the “Exchange Agent”) with all information necessary for it to perform as specified hereinanticipated Effective Time. To be effective, an Election Form must be properly completed and received by Computershare Trust Company, N.A., Acquiror’s exchange agent (the “Exchange Agent Agent”), on or before 5:00 p.m., Chicago Timecentral time, on the fifth (5th) Business Day prior to the Effective Time (the “Election Deadline”). Any Election Form may be revoked or modified by the person submitting such Election Form to An election shall have been properly made only if the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or modification is shall have actually received a properly completed Election Form by the Exchange Agent at or prior to the Election Deadline. Subject to the terms of this Agreement and the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or modification election has been properly or timely made and to disregard immaterial defects in any Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. As used in this Agreement, “Business Day” means any day except Saturday, Sunday All elections will be irrevocable. (d) Any Election Form received by the Exchange Agent after the Election Deadline shall be deemed to be a Combination Election and any day on which banks in Mattoonholder of Company Common Stock not returning an Election Form to the Exchange Agent shall be deemed to have made a Combination Election. In addition, Illinoisif the Exchange Agent shall have determined that any purported Stock Election or Cash Election was not properly made, such purported Stock Election or Decatur, Illinois, are authorized Cash Election shall be deemed to be of no force and effect and the holder of shares of Company Common Stock making such purported Stock Election or required by law or other government action Cash Election shall for all purposes hereof be deemed to closehave made a Combination Election.