Common use of Election Procedures Clause in Contracts

Election Procedures. 3.2.1. In the aggregate, fifty percent (50.0%) of the total number of shares of Cheviot Financial Common Stock issued and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other date as MainSource and Cheviot Financial shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Cash Election”), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial 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. 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., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In Holders of Colonial Financial Common Stock may elect to receive Stock Consideration or Cash Consideration (in either case without interest) in exchange for their shares of Colonial Financial Common Stock in accordance with the following procedures, provided that, in the aggregate, fifty percent (50.0%) 50% of the total number of shares of Cheviot Colonial Financial Common Stock issued and outstanding at the Effective Time (Time, excluding any Non-Fiduciary Treasury Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Colonial Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Colonial Financial Common Stock as to which a Cash Election (including, as part of pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Colonial Financial Common Stock as to which a Stock Election has been made (including, as part of pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Colonial Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Colonial Financial 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Colonial Financial and MainSource Cape Bancorp shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other earlier date as MainSource Cape Bancorp and Cheviot Colonial Financial shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Colonial Financial Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree 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 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Colonial Financial Common Stock held by such holder (a “Cash Election”)) in accordance with Section 3.1.3, (ii) to elect to receive the Per Share Stock Consideration for all of the such shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”)) in accordance with Section 3.1.3, (iii) elect to receive the Per Share Stock Consideration for a portion part of such holder’s Cheviot Colonial Financial Common Stock and the Per Share Cash Consideration for the remaining portion part of such holder’s Cheviot Colonial Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration cash or the Per Share Cape Bancorp Common Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Colonial Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Colonial Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Colonial Financial 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. 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., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource Cape Bancorp and Cheviot Colonial Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Colonial Financial shall make available up to two separate Election Forms, or such additional Election Forms as Cape Bancorp may permit, to all persons who become holders (or beneficial owners) of Cheviot Colonial Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Colonial Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Colonial Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Colonial Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election FormDeadline, the shares of Cheviot Colonial Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource Cape Bancorp 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 3.2.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 3.2.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In (a) Holders of Optima Stock may elect to receive shares of Cambridge Stock or cash (in either case without interest) in exchange for their shares of Optima Stock in accordance with the following procedures, provided that, in the aggregate, fifty ninety-five percent (50.095%) of the total number of shares of Cheviot Financial Common Optima Stock issued and outstanding at the Effective Time (excluding Time, including any Non-Fiduciary Stock Dissenting Shares (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Optima Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Optima Stock as to which a holder of Optima Stock has elected to receive the Cash Election Consideration (including, as part of pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Optima Stock as to which a holder of Optima Stock Election has been made elected to receive the Stock Consideration (including, as part of pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Cheviot Financial Common Optima Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial Optima and MainSource Cambridge shall mutually agree (“Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such other earlier date as MainSource Optima and Cheviot Financial Cambridge shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common Optima Stock as of five business days (5) Business Days prior to the Mailing Date, or such other date as the parties shall agree 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 3.22.07, (i) to elect to receive the Per Share Cash Consideration for all cash with respect to each share of the shares of Cheviot Financial Common Optima Stock held by such holder (a “Cash Election”)holder, (ii) to elect to receive the Per Share all Cambridge Stock Consideration for all with respect to each share of the shares of Cheviot Financial Optima Common Stock held by such holder (a “Stock Election”)holder, (iii) to elect to receive the Per Share Stock Consideration for cash with respect to a portion part of such holder’s Cheviot Financial Common Optima Stock and the Per Share Cash Consideration for Cambridge Stock with respect to the remaining portion part of such holder’s Cheviot Financial Common Optima Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration cash or the Per Share Cambridge Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”)shares. A holder of record of shares of Cheviot Financial Common Optima Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Optima Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Cheviot Financial Common Optima 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. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of Cambridge Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th calendar twenty-fifth (25th) day following the Mailing Date (or such other time and date as MainSource Optima and Cheviot Financial Cambridge may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial Optima shall make available such additional Election Forms as Cambridge may permit, to persons all Persons who become holders (or beneficial owners) of Cheviot Financial Common Optima Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Cheviot Financial Optima shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Optima Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder an Optima shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed replacement Election FormForm prior to the Election Deadline), the shares of Cheviot Financial Common Optima Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or 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 change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource Cambridge shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) 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 Per Share Cash Consideration and, subject to Section 3.1.6 hereof, and each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (Bii) 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In the aggregate, fifty percent (50.0%a) of the total number of shares of Cheviot Financial Common Stock issued An election form in such form as TSFG and outstanding at the Effective Time (excluding any Non-Fiduciary Stock PFC shall mutually agree (the “Stock Conversion NumberElection Form”)), ) shall be converted into mailed concurrent with the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash ConsiderationProxy Statement/Prospectus. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial 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 Customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of PFC Common Stock shall pass, only upon timely and proper delivery of such Certificates certificates to the Exchange Agent), ) in such form as Cheviot Financial TSFG and MainSource PFC shall mutually agree (the “Election FormTransmittal Materials”), ) shall be mailed not less than 20 business days but not more than 40 business at least 35 days prior to the anticipated Effective Time Election Deadline (as defined below) or on such other date as MainSource PFC and Cheviot Financial TSFG shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial PFC Common Stock as of five the close of business days on the fifth business day prior to the Mailing Date, or such other date as the parties shall agree Date (the “Election Form Record Date”). . (b) Each Election Form shall permit such holder, subject to the allocation holder (or the beneficial owner through appropriate and election procedures set forth in this Section 3.2, (icustomary documentation and instructions) to elect to receive (i) the Per Share Cash Stock Consideration for in respect of all of the shares of Cheviot Financial such holder's PFC Common Stock held by such holder (a “Cash ElectionStock Election Shares”), (ii) to elect to receive the Per Share Stock Cash Consideration for in respect of all of the shares of Cheviot Financial such holder's PFC Common Stock held by such holder (a “Stock ElectionCash Election Shares”), (iii) elect to receive the Per Share Stock Consideration for a in respect of that portion of such holder’s Cheviot Financial 's shares of PFC Common Stock equal to the Stock Percentage, rounded to the nearest whole share (the “Mixed Stock Shares”), and the Per Share Cash Consideration for the remaining in respect of that portion of such holder’s Cheviot Financial 's shares of PFC Common Stock equal to the Cash Percentage, rounded to the nearest whole share (the “Cash/Mixed Cash Shares,” and together with the Mixed Stock Consideration”) (an election to receive Shares, the Cash/Stock Consideration is referred to as a “Mixed ElectionElection Shares”), or (iv) to indicate that make no election with respect to such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial holder's PFC Common Stock (a “Non-ElectionNo Election Shares”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial PFC 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 has not received an effective, properly completed Election Form shall be deemed Non-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., New York City time, on the 20th calendar Election Deadline shall also be deemed to be “No Election Shares”. The “Election Deadline” shall be 5:00 p.m. on the first business day following the Mailing Date date on which the PFC stockholder meeting at which this Agreement will be considered is called to occur (or such other time and date as MainSource TSFG and Cheviot Financial PFC may mutually agree). (c) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial TSFG shall make available one or more Election Forms as may reasonably be requested from time to time by all persons who become holders (or beneficial owners) of Cheviot Financial PFC Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial , and PFC shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An . (d) Any such election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Cheviot Financial PFC Common Stock covered by such Election Form, together with duly executed transmittal materials included with in the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource In the event an Election Form is revoked prior to the Election Deadline and a replacement Election Form as to the applicable PFC Common Stock is not submitted prior to the Election Deadline, the shares of PFC Common Stock represented by such Election Form shall become No Election Shares and TSFG shall cause the Certificate or Certificates relating to any revoked Election Form certificates representing PFC Common Stock to be promptly returned without charge to the person Person submitting the Election Form upon written request to that effect from the Exchange Agentholder who submitted the Election Form. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine when whether any election, modification revocation or revocation is received and whether any such election, modification or revocation change has been properly madeor timely made and to disregard immaterial defects in the Election Forms, and any good faith decisions of TSFG regarding such matters shall be binding and conclusive. None of PFC, TSFG or the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. 3.2.4. If (e) Within ten business days after the Election Deadline, unless the Effective Time has not yet occurred, in which case as soon thereafter as practicable, TSFG shall cause the Exchange Agent to effect the allocation among the holders of PFC Common Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right of rights to receive TSFG Common Stock or cash in the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, Merger in accordance with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share 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 Forms as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following mannerfollows: (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 Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In the aggregate, fifty percent (50.0%) Oak Hill Financial will cause to be sent to ------------------- all record holders of the total number of shares of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock issued as of a record date fixed for such purpose by L▇▇▇▇▇▇▇ Financial, with the concurrence of Oak Hill Financial, not later than 30 days prior to the expected Closing Date, and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall Oak Hill Financial will use its best efforts to cause to be converted into the Per Share Stock Consideration and the remaining outstanding shares sent to each holder of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which who first becomes a Cash Election (includingholder after such date, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Oak Hill Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other date as MainSource and Cheviot L▇▇▇▇▇▇▇ Financial shall mutually agree (the “Mailing Date”"Election Form") and other appropriate materials to each holder effect the surrender of record certificates representing shares of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock in exchange for either cash or stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree (the “provided herein. The Election Form Record Date”). Each Election Form shall permit will allow each such holder, subject to the allocation and election procedures set forth in this Section 3.2, holder (i) to elect to receive the Per Share Cash Stock Consideration for with respect to all of the such holder's shares of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock held by such holder (a “Cash Election”)Common, (ii) to elect to receive the Per Share Stock Cash Consideration for with respect to all of the such holder's shares of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock held by such holder (a “Stock Election”)Common, (iii) to elect to receive the Per Share Stock Cash Consideration for a portion with respect to some of such holder’s Cheviot 's shares of L▇▇▇▇▇▇▇ Financial Common Stock and the Per Share Cash Stock Consideration for the remaining portion of with respect to such holder’s Cheviot 's remaining shares of L▇▇▇▇▇▇▇ Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference election (the "No-Election Shares"). Shares of L▇▇▇▇▇▇▇ Financial Common as to which an election to receive the receipt Stock Consideration has been made, including pursuant to a mixed election, are referred to herein as "Stock Election Shares." Shares of L▇▇▇▇▇▇▇ Financial Common as to which an election to receive the Cash As Executed Consideration has been made, including pursuant to a mixed election, are referred to herein as "Cash Election Shares." As of the Per Share Cash Consideration or the Per Share Stock Consideration for such Election Deadline, as defined below, any shares of Cheviot L▇▇▇▇▇▇▇ Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial Common Stock with respect to which the holder thereof shall not, as of the Election Deadline, not have made an such election by submission to the Registrar and Transfer Co., as Exchange Agent (the "Exchange Agent"), of an effective, properly completed Election Form shall be deemed Nonto be No-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted Any election to receive the Exchange Agent on Stock Consideration or before 5:00 p.m., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election Cash Consideration shall have been properly made only if the Exchange Agent shall have actually received by 5:00 p.m., New Jersey time, three business days prior to the Closing Date (or such other time as Oak Hill Financial and L▇▇▇▇▇▇▇ Financial may mutually agree) (the "Election Deadline"), a properly completed Election Form by the Election DeadlineForm. An Election Form shall will be deemed properly completed only if accompanied by one or more Certificates certificates representing all shares of L▇▇▇▇▇▇▇ Financial covered thereby (or customary affidavits and and, if required by Oak Hill Financial, indemnification regarding the loss or destruction of such Certificates certificates or the guaranteed delivery of such Certificatescertificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with all other documents required by the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior with respect to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Sharesshares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent if, but only if if, such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource All elections shall cause automatically be revoked if the Certificate or Certificates relating Merger is abandoned for any reason, whereupon all certificates for shares of L▇▇▇▇▇▇▇ Financial Common to any revoked Election Form to which each such election relates shall be promptly returned without charge to the person holder submitting the Election Form same to the Exchange Agent. Subject to the terms of this Agreement and of the Election Form, the The Exchange Agent shall have reasonable discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4, consistent with the duty of the Exchange Agent to give effect to such elections, modifications or revocations to the extent possible. If For the purpose of this Section 2.11, the number of shares of L▇▇▇▇▇▇▇ Financial held of record by each holder of L▇▇▇▇▇▇▇ Financial immediately prior to the Effective Time shall be determined with reference to a complete list of the holders of L▇▇▇▇▇▇▇ Financial prepared and certified as correctly reflecting its stock records by L▇▇▇▇▇▇▇ Financial as of the Election Deadline (the "Stock List"). Each entry on the Stock Election Number exceeds List shall be presumed to represent a different holder of L▇▇▇▇▇▇▇ Financial unless it appears from the face of the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares List that several entries are only variations in the spelling or presentation of the same name or names. Any questions concerning the Stock List shall be determined by the Exchange Agent, the decision of which shall be final and binding on all parties involved. Holders of record of shares of L▇▇▇▇▇▇▇ Financial Common who hold such shares as nominees, trustees or in other representative capacities (a "Representative") may submit multiple Election Forms, provided that such Representative certifies that each such Election Form covers all of the shares of L▇▇▇▇▇▇▇ Financial Common held by that Representative for a particular beneficial owner. Oak Hill Financial may establish such other rules and procedures relating to the elections herein provided, not inconsistent with the terms of this Agreement, as may be necessary to facilitate the prompt and orderly receipt and processing of elections and the prompt distribution of the Stock Consideration and the Cash Consideration to which the former holders of L▇▇▇▇▇▇▇ Financial become entitled by virtue of this Agreement, including procedures governing the issuance and delivery of certificates of Oak Hill Common into which shares of L▇▇▇▇▇▇▇ Financial Common are converted in the Merger and the payment for L▇▇▇▇▇▇▇ Financial Common converted into the right to receive the Per Share Cash ConsiderationConsideration in the Merger, and, subject provided that no such rule or procedure shall have the effect of impairing the continuity of proprietary interest needed to Section 3.1.6 hereof, each holder qualify the Merger as a tax-free reorganization under the Code. No transfer taxes shall be payable by any shareholder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only L▇▇▇▇▇▇▇ Financial with respect to that number the issuance of Stock Election Shares held by certificates for Oak Hill Common and no expenses shall be imposed on any shareholder of L▇▇▇▇▇▇▇ Financial in connection with the conversion of shares of L▇▇▇▇▇▇▇ Financial Common into cash or shares of Oak Hill Common and the delivery of such holder equal cash or shares to the product obtained former holder of L▇▇▇▇▇▇▇ Financial Common entitled thereto, except that (i) if any certificate of Oak Hill Common is to be issued in a name other than that in which a certificate or certificates for shares of L▇▇▇▇▇▇▇ Financial surrendered shall have been registered, it shall be a condition to such issuance that the person requesting such issuance shall pay to Oak Hill Financial any transfer taxes payable by multiplying (x) the number reason thereof or 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 any prior transfer of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than surrendered certificate or equal certificates or establish to the number satisfaction of Non-Election SharesOak Hill Financial that such As Executed taxes have been paid or are not payable, then all Cash Election Shares and (ii) nothing herein shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder relieve a shareholder of Non-Election Shares shall receive the Per Share Stock Consideration in respect L▇▇▇▇▇▇▇ Financial Common of that number any expenses associated with surrendering such holder's certificates of Non-Election Shares held by such holder equal L▇▇▇▇▇▇▇ Financial Common to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash ConsiderationExchange Agent.

Election Procedures. 3.2.1(a) An election form in such form as MSTI and Citizens shall mutually agree (an “Election Form”) shall be mailed no later than the Mailing Date (as defined below) to each Election Stockholder as of the Effective Time. In The “Mailing Date” shall be the aggregatedate that is ten (10) Business Days after the Effective Time. (b) Each Election Form shall entitle the Election Stockholder (or the beneficial owner of Citizens Common Stock through appropriate and customary documentation and instructions) to: (i) elect to receive the Stock Consideration for all of such holder’s shares (a “Stock Election”); (ii) elect to receive the Cash Consideration for all of such holder’s shares (a “Cash Election”); (iii) elect to receive the Stock Consideration with respect to some of such holder’s shares and the Cash Consideration with respect to such holder’s remaining shares (a “Mixed Election”), fifty percent provided that no Citizens Stockholder may make a Mixed Election in which such Citizens Stockholder elects to receive the Stock Consideration with respect to fewer than one hundred (50.0%100) of such holder’s shares; or (iv) make no valid election as to the total number receipt of the Cash Consideration or the Stock Consideration (a “Non-Election”). Holders of record of shares of Cheviot Financial Citizens Common Stock issued and outstanding at who hold such shares as nominees, trustees or in other representative capacities (a “Share Representative”) may submit multiple Election Forms, provided that such Share Representative certifies that each such Election Form covers all the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Citizens Common Stock shall be converted into the Per held by that Share Cash ConsiderationRepresentative for a particular beneficial owner. Shares of Cheviot Financial Citizens Common Stock as to which a Cash Election has been made (including, as part of including pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Citizens Common Stock as to which a Stock Election has been made (including, as part of including pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Cheviot Financial Citizens Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number Shares of shares of Cheviot Financial Citizens Common Stock with respect to which a Stock Election has been made is held by any Mandatory Cash Stockholder are referred to herein as the “Stock Mandatory Election NumberShares.” 3.2.2. An election form and other appropriate and customary transmittal materials (which shall specify that delivery shall be effected” For purposes of this Section, and risk of loss and title to the Certificates shall pass, only upon timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other date as MainSource and Cheviot Financial shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Cash Election”), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial 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 Dissenting Shares shall be deemed Non-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., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In An Election Form, together with a letter of transmittal and instructions for use in effecting the aggregate, fifty percent (50.0%) surrender of the total number of shares of Cheviot Financial Common Stock issued and outstanding at Scottdale Certificates in exchange for the Effective Time (excluding any Non-Fiduciary Stock Merger Consideration (the “Stock Conversion NumberLetter of Transmittal”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial 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 any other appropriate and customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Scottdale Certificates shall pass, only upon timely and proper delivery of such Scottdale Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree (“Election Form”), shall be mailed not no more than 40 Business Days and no less than 20 business days but not more than 40 business days Business Days prior to the anticipated Effective Time Date or on such other earlier date as MainSource Mid Penn and Cheviot Financial Scottdale shall mutually agree (the “Mailing Date”) ), to each holder of record of Cheviot Financial Scottdale Common Stock as of five business days Business Days prior to the Mailing Date, or such other date as the parties shall agree Date (the “Election Form Record Date”). Each Election Form shall permit such holder, subject pursuant to the allocation and election procedures set forth in this Section 3.2, which holders of Scottdale Common Stock will: (i) elect to receive the Per Share Common Stock Consideration with respect to all or a portion of their shares of Scottdale Common Stock (collectively, the “Common Stock Election Shares”); (ii) elect to receive the Per Share Cash Consideration for with respect to all or a portion of their shares of Scottdale Common Stock (collectively, the “Cash Election Shares”); or (iii) make a Non-Election with respect to their shares of Scottdale Common Stock. Nominee record holders who hold Scottdale Common Stock on behalf of multiple beneficial owners shall be required to indicate how many of the shares of Cheviot Financial held by them are Common Stock held by such holder (a “Election Shares, Cash Election”), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock Election Shares and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “NonNo-Election”)Election Shares. A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial Common Stock with respect to which the holder thereof Mid Penn and Scottdale shall not, as of the Election Deadline, have made an election by submission to direct the Exchange Agent of an effective, properly completed to make the Election Form shall be deemed Non-Election Shares. 3.2.3. To be effective, a properly completed Election Form shall be submitted available to the Exchange Agent on or before 5:00 p.m., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to all persons who become holders (or beneficial owners) of Cheviot Financial Scottdale Common Stock during the period between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form Business Day prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by upon such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly madeholders’ request. 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In Holders of BOP Common Stock may elect to receive shares of ISBC Common Stock or cash (in either case without interest) in exchange for their shares of BOP Common Stock in accordance with the following procedures, provided that, in the aggregate, fifty percent (50.0%) 60% of the total number of shares of Cheviot Financial BOP Common Stock issued and outstanding at the Effective Time (Time, including any Dissenting Shares, but excluding any Non-Fiduciary Treasury Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial BOP Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial BOP Common Stock as to which a Cash Election (including, as part of pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial BOP Common Stock as to which a Stock Election has been made (including, as part of pursuant to a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial BOP Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial BOP Common Stock with respect to which a Stock Election has been made is referred to herein as the “Stock Election Number.”” Any Dissenting Shares shall be deemed to be Cash Election Shares, and the holders thereof shall in no event receive consideration comprised of ISBC Common Stock with respect to such shares. 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial BOP and MainSource ISBC shall mutually agree (“Election Form”), shall be mailed not less than 20 business days but not more than 40 business days prior to the anticipated Effective Time or on such other earlier date as MainSource ISBC and Cheviot Financial BOP shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial BOP Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree 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 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial BOP Common Stock held by such holder (a “Cash Election”), in accordance with Section 3.1.3, (ii) to elect to receive the Per Share Stock Consideration for all of the such shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), in accordance with Section 3.1.3, (iii) to elect to receive the Per Share Stock Consideration for a portion part of such holder’s Cheviot Financial BOP Common Stock and the Per Share Cash Consideration for the remaining portion part of such holder’s Cheviot Financial BOP Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration cash or the Per Share ISBC Common Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Financial BOP Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial BOP Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial BOP 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. All Dissenting Shares shall be deemed shares subject to a Cash Election, and with respect to such shares the holders thereof shall in no event receive consideration comprised of ISBC Common Stock, subject to Section 3.1.5 hereof. 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., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource ISBC and Cheviot Financial BOP may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the business day prior to the Election Deadline. Cheviot Financial BOP shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial BOP Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial BOP stockholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election FormDeadline, the shares of Cheviot Financial BOP Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource ISBC 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 3.2.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 3.2.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (B) or 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 Per Share Stock Consideration, and, subject to Section 3.1.6 3.2.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.6. Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of ISBC Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to ISBC Common Stock shall be payable on or with respect to any fractional share interest, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of ISBC. In lieu of the issuance of any such fractional share, ISBC shall pay to each former holder of BOP Common Stock who otherwise would be entitled to receive a fractional share of ISBC Common Stock, an amount in cash, rounded to the nearest cent and without interest, equal to the product of (i) the fraction of a share to which such holder would otherwise have been entitled and (ii) the average of the daily closing sales prices of a share of ISBC Common Stock as reported on the Nasdaq for the five consecutive trading days immediately preceding the Closing Date. For purposes of determining any fractional share interest, all shares of BOP Common Stock owned by a BOP stockholder shall be combined so as to calculate the maximum number of whole shares of ISBC Common Stock issuable to such BOP stockholder.

Election Procedures. 3.2.1. In (a) Holders of TNB Stock may elect to receive shares of NHTB Stock or cash (in either case without interest) in exchange for their shares of TNB Stock in accordance with the following procedures, provided that, in the aggregate, fifty eighty percent (50.080%) of the total number of shares of Cheviot Financial Common TNB Stock issued and outstanding at the Effective Time (excluding Time, including any Non-Fiduciary Stock Dissenting Shares (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common TNB Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common TNB Stock as to which a holder of TNB Stock has elected to receive the Cash Election Consideration (including, as part of pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common TNB Stock as to which a holder of TNB Stock Election has been made elected to receive the Stock Consideration (including, as part of pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Cheviot Financial Common TNB Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial TNB and MainSource NHTB shall mutually agree (“Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such other earlier date as MainSource TNB and Cheviot Financial NHTB shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common TNB Stock as of five business days (5) Business Days prior to the Mailing Date, or such other date as the parties shall agree 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 3.22.07, (i) to elect to receive the Per Share Cash Consideration for all cash with respect to each share of the shares of Cheviot Financial Common TNB Stock held by such holder (a “Cash Election”)holder, (ii) to elect to receive the Per Share all NHTB Stock Consideration for all with respect to each share of the shares of Cheviot Financial TNB Common Stock held by such holder (a “Stock Election”)holder, (iii) to elect to receive the Per Share Stock Consideration for cash with respect to a portion part of such holder’s Cheviot Financial Common TNB Stock and the Per Share Cash Consideration for NHTB Stock with respect to the remaining portion part of such holder’s Cheviot Financial Common TNB Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration cash or the Per Share NHTB Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”)shares. A holder of record of shares of Cheviot Financial Common TNB Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common TNB Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Cheviot Financial Common TNB 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. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NHTB Stock, subject to Section 2.06; provided, however, that for purposes of making the proration calculations provided for in this Section 2.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th calendar twenty-fifth (25th) day following the Mailing Date (or such other time and date as MainSource TNB and Cheviot Financial NHTB may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial TNB shall make available up to two separate Election Forms, or such additional Election Forms as NHTB may permit, to persons all Persons who become holders (or beneficial owners) of Cheviot Financial Common TNB Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Cheviot Financial TNB shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common TNB Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder TNB shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed replacement Election FormForm prior to the Election Deadline), the shares of Cheviot Financial Common TNB Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or 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 change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource NHTB shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) 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 Per Share Cash Consideration and, subject to Section 3.1.6 hereof, and each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (Bii) 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In the aggregate, fifty percent (50.0%a) of the total number of shares of Cheviot Financial Common Stock issued and outstanding at the Effective Time (excluding any Non-Fiduciary Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to as “Stock Election Shares.” Shares of Cheviot Financial Common Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial 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 in such form as TSFG and other appropriate and customary PFC shall mutually agree (the "Election Form") shall be mailed concurrent with the Proxy Statement/Prospectus. Customary transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of PFC Common Stock shall pass, only upon timely and proper delivery of such Certificates certificates to the Exchange Agent), ) in such form as Cheviot Financial TSFG and MainSource PFC shall mutually agree (“Election Form”), the "Transmittal Materials") shall be mailed not less than 20 business days but not more than 40 business at least 35 days prior to the anticipated Effective Time Election Deadline (as defined below) or on such other date as MainSource PFC and Cheviot Financial TSFG shall mutually agree (the “"Mailing Date”") to each holder of record of Cheviot Financial PFC Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree (the “Election Form Record Date”). Each Election Form shall permit such holder, subject to the allocation and election procedures set forth in this Section 3.2, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Cash Election”), (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Common Stock held by such holder (a “Stock Election”), (iii) elect to receive the Per Share Stock Consideration for a portion of such holder’s Cheviot Financial Common Stock and the Per Share Cash Consideration for the remaining portion of such holder’s Cheviot Financial Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”). A holder of record of shares of Cheviot Financial Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial 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. 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., New York City time, on the 20th calendar day following the Mailing Date (or such other time and date as MainSource and Cheviot Financial may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial shall make available Election Forms to persons who become holders (or beneficial owners) of Cheviot Financial Common Stock between the Election Form Record Date and the close of business on the fifth business day prior to the Election Deadline. Cheviot Financial shall provide to Mailing Date (the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed "Election Form by the Election Deadline. An Record Date"). (b) Each Election Form shall be deemed properly completed only if accompanied by one or more Certificates permit the holder (or the beneficial owner through appropriate and customary affidavits documentation and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificatesinstructions) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder either to elect to receive (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline without submitting a properly completed replacement Election Form, the shares of Cheviot Financial Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with in respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number all of such holder’s 's PFC Common Stock ("Stock Election Shares being converted into the right to receive the Per Share 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”Shares"), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Aii) 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 Per Share Cash Consideration andin respect of all of such holder's PFC Common Stock ("Cash Election Shares"), subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive (iii) the Per Share Stock Consideration in respect of that number portion of Non-Election Shares held by such holder holder's shares of PFC Common Stock equal to the product obtained by multiplying Stock Percentage, rounded to the nearest whole share (x) the number of Non-Election Shares held by such holder by (y) a fraction"Mixed Stock Shares"), the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number portion of Cash Election Shares held by such holder holder's shares of PFC Common Stock equal to the product obtained by multiplying Cash Percentage, rounded to the nearest whole share (x) the number of "Mixed Cash Election Shares held by such holder by (y) a fractionShares," and together with the Mixed Stock Shares, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash "Mixed Election Shares"), or (iv) to make no election with the remaining number of respect to such holder’s Cash 's PFC Common Stock ("No Election Shares being converted into Shares"). Any PFC Common Stock with respect to which the right Exchange Agent has not received an effective, properly completed Election Form on or before 5:00 p.m., on the Election Deadline shall also be deemed to receive be "No Election Shares". The "Election Deadline" shall be 5:00 p.m. on the Per Share Cash Considerationfirst business day following the date on which the PFC stockholder meeting at which this Agreement will be considered is called to occur (or such other date as TSFG and PFC may mutually agree).

Election Procedures. 3.2.1. In (a) Holders of FBFC Stock may elect to receive shares of NHTB Stock or cash (in either case without interest) in exchange for their shares of FBFC Stock in accordance with the following procedures, provided that, in the aggregate, fifty eighty percent (50.080%) of the total number of shares of Cheviot Financial Common FBFC Stock issued and outstanding at the Effective Time (excluding Time, including any Non-Fiduciary Stock Dissenting Shares (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Common FBFC Stock shall be converted into the Per Share Cash Consideration. Shares of Cheviot Financial Common FBFC Stock as to which a holder of FBFC Stock has elected to receive the Cash Election Consideration (including, as part of pursuant to a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Common FBFC Stock as to which a holder of FBFC Stock Election has been made elected to receive the Stock Consideration (including, as part of pursuant to a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Cheviot Financial Common FBFC Stock as to which no election has been made (or as to which an Election Form is not timely returned or not properly completed) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Common Stock with respect to which a Stock Election has been made Shares is referred to herein as the “Stock Election Number.” 3.2.2. (b) 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial FBFC and MainSource NHTB shall mutually agree (an “Election Form”), shall be mailed not no more than forty (40) Business Days and no less than 20 business days but not more than 40 business days twenty (20) Business Days prior to the anticipated Effective Time Date or on such other earlier date as MainSource FBFC and Cheviot Financial NHTB shall mutually agree (the “Mailing Date”) to each holder of record of Cheviot Financial Common FBFC Stock as of five business days (5) Business Days prior to the Mailing Date, or such other date as the parties shall agree 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 3.23.07, (i) to elect to receive the Per Share Cash Consideration for all cash with respect to each share of the shares of Cheviot Financial Common FBFC Stock held by such holder (a “Cash Election”)holder, (ii) to elect to receive the Per Share all NHTB Stock Consideration for all with respect to each share of the shares of Cheviot Financial FBFC Common Stock held by such holder (a “Stock Election”)holder, (iii) to elect to receive the Per Share Stock Consideration for cash with respect to a portion part of such holder’s Cheviot Financial Common FBFC Stock and the Per Share Cash Consideration for NHTB Stock with respect to the remaining portion part of such holder’s Cheviot Financial Common FBFC Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration cash or the Per Share NHTB Stock Consideration for such shares of Cheviot Financial Common Stock (a “Non-Election”)shares. A holder of record of shares of Cheviot Financial Common FBFC Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Common FBFC Stock held by such Representative nominee, trustee or held in another representative capacity for a particular beneficial owner. Any shares of Cheviot Financial Common FBFC 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. All Dissenting Shares shall be deemed Cash Election Shares, and with respect to such shares the holders thereof shall in no event receive consideration comprised of NHTB Stock, subject to Section 3.06; provided, however, that for purposes of making the proration calculations provided for in this Section 3.07 only Dissenting Shares as existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. (c) To be effective, a properly completed Election Form shall be submitted to the Exchange Agent on or before 5:00 p.m., New York City Eastern time, on the 20th calendar twenty-fifth (25th) day following the Mailing Date (or such other time and date as MainSource NHTB and Cheviot Financial FBFC may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial FBFC shall make available up to two separate Election Forms, or such additional Election Forms as NHTB may permit, to persons all Persons who become holders (or beneficial owners) of Cheviot Financial Common FBFC Stock between the Election Form Record Date and the close of business on the business day Business Day prior to the Election Deadline. Cheviot Financial FBFC shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common FBFC Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder FBFC shareholder either (i) does not submit a properly completed Election Form in a timely fashion or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed replacement Election FormForm prior to the Election Deadline), the shares of Cheviot Financial Common FBFC Stock held by such stockholder shareholder shall be designated as Non-Election Shares. Any Election Form may be revoked or 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 change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource NHTB shall cause the Certificate or Certificates relating to any revoked Election Form to be promptly returned without charge to the person 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 discretion to determine when any election, modification or revocation is received and whether any such election, modification or revocation has been properly made. 3.2.4. (d) If the Stock Election Number exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares shall be converted into the right to receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, and each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. (e) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (Ai) 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 Per Share Cash Consideration and, subject to Section 3.1.6 hereof, and each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share Cash Consideration; or (Bii) 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, Consideration and each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder (rounded to the nearest whole share) equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.

Election Procedures. 3.2.1. In 3.3.1 Partners Stockholders may elect to receive shares of FCLF Common Stock or cash, or a combination thereof (in all cases without interest) in exchange for such Partners Stockholders’ shares of Partners Common Stock in accordance with the following procedures; provided that, in the aggregate, fifty percent (50.0%) and subject to the provisions of Section 3.3.6 hereof, 50% of the total number of shares of Cheviot Financial Partners Common Stock issued and outstanding at as of the Effective Time (Closing Date, but excluding any Non-Fiduciary Treasury Stock (the “Stock Conversion Number”)), shall be converted into the Per Share Stock Consideration and the remaining outstanding shares of Cheviot Financial Partners Common Stock shall be converted into the Per Share 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 Cheviot Financial Partners Common Stock as to which a Cash Election (including, as part of a Mixed Election) has been made are referred to herein as “Cash Election Shares.” Shares of Cheviot Financial Partners Common Stock as to which a Stock Election has been made (including, as part of a Mixed Election) are referred to herein as “Stock Election Shares.” Shares of Cheviot Financial 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 returned or not properly completedsubmitted) are referred to herein as “Non-Election Shares.” The aggregate number of shares of Cheviot Financial Partners Common Stock with respect to which Stock Consideration has been elected, either pursuant to a Stock Election has been made or Mixed Election, is referred to herein as the “Stock Election Number.” 3.2.2. An 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 timely and proper delivery of such Certificates to the Exchange Agent), in such form as Cheviot Financial and MainSource shall mutually agree substance acceptable to FCLF (the “Election Form”), shall to be mailed not less than 20 business days but not more than 40 business days prior to with the anticipated Effective Time Proxy Statement-Prospectus (or on such other date as MainSource Partners and Cheviot Financial FCLF shall mutually agree agree) (the “Mailing Date”) to each Partners Stockholder who is the record holder of record of Cheviot Financial Partners Common Stock as of five business days prior to the Mailing Date, or such other date as the parties shall agree Date (the “Election Form Record Date”). Each Election Form shall permit such holderPartners Stockholder, subject to the allocation and election procedures set forth in this Section 3.23.3, (i) to elect to receive the Per Share Cash Consideration for all of the shares of Cheviot Financial Partners Common Stock held by such holder Partners Stockholder (a “Cash Election”), in accordance with Section 3.1.2, (ii) to elect to receive the Per Share Stock Consideration for all of the shares of Cheviot Financial Partners Common Stock held by such holder Partners Stockholder (a “Stock Election”), in accordance with Section 3.1.2, (iii) to elect to receive the Per Share Stock Consideration for a portion part of such holder’s Cheviot Financial Partners Common Stock and the Per Share Cash Consideration for the remaining portion part of such holder’s Cheviot Financial Partners Common Stock (the “Cash/Stock Consideration”) (an election to receive the Cash/Stock Consideration is referred to as a “Mixed Election”), or (iv) to indicate that such record holder has no preference as to the receipt of the Per Share Cash Consideration or the Per Share Stock Consideration for such the shares of Cheviot Financial Partners Common Stock held by such Partners Stockholder (a “Non-Election”). A holder of record of shares of Cheviot Financial Partners Common Stock who holds such shares as nominee, trustee or in another representative capacity (a “Representative”) may submit multiple Election Forms, provided that each such Election Form covers all the shares of Cheviot Financial Partners Common Stock held by such Representative for a particular beneficial owner. Any shares of Cheviot Financial Partners 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. In no event shall Dissenting Shares receive Merger Consideration pursuant to this Agreement. However, for purposes of making the proration calculations provided for in this Section 3.3, Dissenting Shares existing at the Effective Time shall be deemed Cash Election Shares. 3.2.3. 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., New York City Edwardsville, Illinois time, on the 20th calendar later of the date of the Partners Stockholder Meeting or the 25th day following the Mailing Date (or such other time and date as MainSource FCLF and Cheviot Financial Partners may mutually agree) (the “Election Deadline”); provided, however, that the Election Deadline may not occur on or after the Closing Date. Cheviot Financial Partners shall use all reasonable efforts to make available as promptly as possible an Election Forms Form to persons who become holders (or beneficial owners) any holder of Cheviot Financial record of Partners Common Stock between the Election Form Record Date and the close of business on the business day who, prior to the Election Deadline, requests such Election Form following the initial mailing of the Election Forms. Cheviot Financial Partners shall provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. An election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Cheviot Financial Common Stock covered by such Election Form, together with duly executed transmittal materials included with the Election Form. If a Cheviot Financial stockholder Partners Stockholder either (i) does not submit a properly completed Election Form in a timely fashion fashion, or (ii) revokes its Election Form prior to the Election Deadline (without later submitting a properly completed replacement Election FormForm prior to the Election Deadline), the shares of Cheviot Financial Partners Common Stock held by such stockholder shall be designated as Non-Election Shares. Any Election Form may be revoked or changed by the person Person submitting such Election Form to the Exchange Agent by written notice to the Exchange Agent only if such notice of revocation or change is actually received by the Exchange Agent at or prior to the Election Deadline. MainSource 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 discretion to determine when any election, modification modification, or revocation is received and whether any such election, modification modification, or revocation has been properly 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 receive the Per Share Cash Consideration, and, subject to Section 3.1.6 hereof, each holder of Stock Election Shares will be entitled to receive the Per Share Stock Consideration only with respect to that number of Stock Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Per Share Cash Consideration. 3.2.5. If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Per Share Cash Consideration and, subject to Section 3.1.6 hereof, each holder of Non-Election Shares shall receive the Per Share Stock Consideration in respect of that number of Non-Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Per Share 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 Per Share Stock Consideration, and, subject to Section 3.1.6 hereof, each holder of Cash Election Shares shall receive the Per Share Stock Consideration in respect of that number of Cash Election Shares held by such holder equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Per Share Cash Consideration.