Common use of ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK Clause in Contracts

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offerings, in addition to those set forth elsewhere in the Plan: (1) In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings. (2) The number of shares of Conversion Stock which Directors, Trustees and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 25% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to shares held in any Tax-Qualified Employee Stock Benefit Plans that are attributable to Directors, Officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violated. (3) No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) For purposes of the foregoing limitations and the determination of Subscription Rights, (a) Directors, Trustees, Officers, and employees of the Primary Parties shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (c) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this section. (6) Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors or the Stockholders of the Bank, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased to a percentage in excess of 5% of the total offering of Conversion Stock, exclusive of an increase in the total number of shares issued due to an increase in the Offering Range of up to 15%, whether prior to, during or after the Subscription Offering, Syndicated Offering or Public Offering, if any. In the event that any purchase limitations are increased after commencement of the Subscription Offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any purchase limitations are decreased after commencement of the Subscription Offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders will not have to sell any Bank Common Stock or be limited in receiving Exchange Stock even if their ownership of Bank Common Stock when converted into Exchange Stock would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder would otherwise be precluded from purchasing Conversion Stock in the Offerings. (9) Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) Prior to and during the Offerings, no Person shall (a) transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of any Subscription Rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, to purchase any Conversion Stock from anyone but the Company; or (c) knowingly acquire more than the maximum purchase allowable under this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offeringsofferings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings400,000. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2532% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to shares held in any Tax-Qualified Employee Stock Benefit Plans that are attributable to Directors, Officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violated. (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering and/or Syndicated Offering or Public Community Offering, if any. In the event that any an individual purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) 7. Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders Shareholders will not have to sell any Bank Mid-Tier Holding Company Common Stock or be limited in receiving Exchange Stock Shares even if their ownership of Bank Mid-Tier Holding Company Common Stock when converted into Exchange Stock Shares would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder Shareholder who would otherwise exceed an applicable purchase limitation may be precluded from purchasing Conversion Stock in the Offerings. (9) 8. Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) . Prior to and during the consummation of the Offerings, no Person shall (a) offer to transfer, or enter into any agreement or understanding to transfer, transfer the legal or beneficial ownership of any Subscription Rights subscription rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, except pursuant to purchase any this Plan. Each person purchasing Conversion Stock from anyone but shall be deemed to confirm that such purchase does not conflict with the Company; or (c) knowingly acquire more than the maximum above purchase allowable under limitations contained in this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offerings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings______. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2530% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to shares held in any Tax-Qualified Employee Stock Benefit Plans that are attributable to Directors, Officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violated. (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering, Syndicated Community Offering or and/or Public Offering, if any. In the event that any an individual purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders will not have to sell any Bank Common Stock or be limited in receiving Exchange Stock even if their ownership of Bank Common Stock when converted into Exchange Stock would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder would otherwise be precluded from purchasing Conversion Stock in the Offerings. (9) Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) Prior to and during the Offerings, no Person shall (a) transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of any Subscription Rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, to purchase any Conversion Stock from anyone but the Company; or (c) knowingly acquire more than the maximum purchase allowable under this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.or

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offerings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings1.0 million. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2530% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to excluding shares held in any Taxby tax-Qualified Employee Stock Benefit Plans that are qualified employee stock benefit plans attributable to Directors, Officers officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violatedAssociates . (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. No Person(s) exercising subscription rights through a single Qualifying Account held jointly may purchase fewer than 25 shares or more than 50,000 shares. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering, Syndicated Community Offering or and/or Public Offering, if any. In the event that any a purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) 7. Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders Shareholders will not have to sell any Bank Mid-Tier Holding Company Common Stock or be limited in receiving Exchange Stock Shares even if their ownership of Bank Mid-Tier Holding Company Common Stock when converted into Exchange Stock Shares would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder Shareholder who would otherwise exceed an applicable purchase limitation may be precluded from purchasing Conversion Stock in the Offerings. (9) 8. Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) . Prior to and during the consummation of the Offerings, no Person shall (a) offer to transfer, or enter into any agreement or understanding to transfer, transfer the legal or beneficial ownership of any Subscription Rights subscription rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, except pursuant to purchase any this Plan. Each person purchasing Conversion Stock from anyone but shall be deemed to confirm that such purchase does not conflict with the Company; or (c) knowingly acquire more than the maximum above purchase allowable under limitations contained in this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offerings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings1.0 million. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2530% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to excluding shares held in any Taxby tax-Qualified Employee Stock Benefit Plans that are qualified employee stock benefit plans attributable to Directors, Officers officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violatedAssociates . (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering, Syndicated Community Offering or and/or Public Offering, if any. In the event that any an individual purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) 7. Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders Shareholders will not have to sell any Bank Mid-Tier Holding Company Common Stock or be limited in receiving Exchange Stock Shares even if their ownership of Bank Mid-Tier Holding Company Common Stock when converted into Exchange Stock Shares would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder Shareholder who would otherwise exceed an applicable purchase limitation may be precluded from purchasing Conversion Stock in the Offerings. (9) 8. Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) . Prior to and during the consummation of the Offerings, no Person shall (a) offer to transfer, or enter into any agreement or understanding to transfer, transfer the legal or beneficial ownership of any Subscription Rights subscription rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, except pursuant to purchase any this Plan. Each person purchasing Conversion Stock from anyone but shall be deemed to confirm that such purchase does not conflict with the Company; or (c) knowingly acquire more than the maximum above purchase allowable under limitations contained in this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offeringsofferings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings400,000. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2532% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to shares held in any Tax-Qualified Employee Stock Benefit Plans that are attributable to Directors, Officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violated. (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering and/or Syndicated Offering or Public Community Offering, if any. In the event that any an individual purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) 7. Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders Shareholders will not have to sell any Bank Mid-Tier Holding Company Common Stock or be limited in receiving Exchange Stock Shares even if their ownership of Bank Mid-Tier Holding Company Common Stock when converted into Exchange Stock Shares would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder Shareholder who would otherwise exceed an applicable purchase limitation may be precluded from purchasing Conversion Stock in the Offerings. (9) 8. Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) . Prior to and during the consummation of the Offerings, no Person shall (a) offer to transfer, or enter into any agreement or understanding to transfer, transfer the legal or beneficial ownership of any Subscription Rights subscription rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, except pursuant to purchase any this Plan. Each person purchasing Conversion Stock from anyone but shall be deemed to confirm that such purchase does not conflict with the Company; or (c) knowingly acquire more than the maximum above purchase allowable under limitations contained in this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.

ADDITIONAL LIMITATIONS ON PURCHASES OF CONVERSION STOCK. The following limitations apply to the Offerings, in addition to those set forth elsewhere in the PlanSection 5: (1) . In addition to the other restrictions and limitations set forth herein, the maximum amount of Conversion Holding Company Common Stock which any Person acting together with any Associate or group of Persons Acting in Concert may, directly or indirectly, subscribe for or purchase in the Conversion and Reorganization shall not exceed $2,000,000, except that the Tax-Qualified Employee Stock Benefit Plans may subscribe for up to 8% of the Conversion Stock plus Company Common Stock issued to the Foundation, including any shares which may be issued in the event of an increase in the maximum of the Offering Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings1.0 million. (2) . The number of shares of Conversion Stock which Directors, Trustees Directors and Officers and their Associates may purchase in the aggregate in the Offerings shall not exceed 2530% of the total number of shares of Conversion Stock sold in the Offerings, including any shares which may be issued in the event of an increase in the maximum of the Offering Estimated Price Range to reflect changes in market, financial and economic conditions after commencement of the Subscription Offering and prior to completion of the Offerings, except that this limitation shall not apply to shares held in any Tax-Qualified Employee Stock Benefit Plans that are attributable to Directors, Officers and their Associates. Shares of Company Common Stock subscribed for in the Subscription Offering and any Syndicated Offering or Public Offering or otherwise purchased shall be aggregated for purposes of determining if the limitations of Section 5.06(1) and (2) have been violated. (3) . No Person may purchase fewer than 25 shares of Conversion Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00. (4) The maximum number of shares of Conversion Stock that may be subscribed for or purchased in the Offerings by any Person together with any Associate or group of Persons Acting in Concert, combined with Exchange Stock received by any such Person together with any Associate or group of Persons Acting in Concert, shall not exceed 5% of the shares of Company Common Stock issued and outstanding at the completion of the Conversion, except that this limitation shall not apply to the Tax-Qualified Employee Stock Benefit Plans. (5) . For purposes of the foregoing limitations and the determination of Subscription Rights, (ai) Directors, Trustees, Officers, Officers and employees of the Primary Parties Employees shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (b) shares purchased by Tax-Qualified Employee Stock Benefit Plans and attributable to a Person in any such plan shall not be aggregated with shares purchased directly by, or otherwise attributable to, such Person, and (cii) shares purchased by Tax-Qualified Employee Stock Benefit Plans Exchange Shares shall not be attributable to valued at the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in this sectionActual Purchase Price. (6) 5. Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Depositors Members of the Mutual Holding Company or the Stockholders Shareholders of the BankMid-Tier Holding Company, the Primary Parties may increase or decrease any of the individual or aggregate purchase limitations set forth herein, provided that the maximum purchase limitations may not be increased herein to a percentage in excess of which does not exceed 5% of the total offering of Conversion Stock, exclusive shares of an increase Holding Company Common Stock in the total number of shares issued due to an increase in the Offering Range of up to 15%, Conversion and Reorganization whether prior to, during or after the Subscription Offering, Community Offering, Syndicated Community Offering or and/or Public Offering, if any. In the event that any an individual purchase limitations are limitation is increased after commencement of the Subscription OfferingOffering or any other offering, the Primary Parties shall permit any Person who subscribed for the maximum number of shares of Conversion Stock, and who so requests on the Order Form, Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. In the event that any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription OfferingOffering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. If the maximum purchase limitation is increased to 5% of the total offering of Conversion Stock, such limitation may be further increased to 9.99%, provided that orders for Conversion Stock exceeding 5% of the shares of Conversion Stock issued in the Offerings shall not exceed in the aggregate 10% of the total shares of Conversion Stock issued in the Offerings. Requests to purchase additional shares of Conversion Stock in the event the purchase limitation is so increased will be determined by the Primary Parties in their sole discretion. (7) 6. The Primary Parties shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable in order to monitor and enforce the terms, conditions, limitations and restrictions contained in this section and elsewhere in this Plan and, in the case of the Subscription Offering, and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Conversion Stock which they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the Primary Parties and their respective Boards shall be free from any liability to any Person on account of any such action. (8) 7. Notwithstanding anything to the contrary contained in this Plan and except as may otherwise be required by the OTS, the Public Stockholders Shareholders will not have to sell any Bank Mid-Tier Holding Company Common Stock or be limited in receiving Exchange Stock Shares even if their ownership of Bank Mid-Tier Holding Company Common Stock when converted into Exchange Stock Shares would exceed an applicable purchase limitation; provided, however, that such a Public Stockholder Shareholder who would otherwise exceed an applicable purchase limitation may be precluded from purchasing Conversion Stock in the Offerings. (9) 8. Notwithstanding any other provisions of this Plan, no person shall be entitled to purchase any Conversion Stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of the National Association of Securities Dealers, Inc., particularly those regarding free riding and withholding. The Holding Company and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished. (10) . Prior to and during the consummation of the Offerings, no Person shall (a) offer to transfer, or enter into any agreement or understanding to transfer, transfer the legal or beneficial ownership of any Subscription Rights subscription rights or shares of Conversion Stock; (b) make any offer, or any announcement of an offer, except pursuant to purchase any this Plan. Each person purchasing Conversion Stock from anyone but shall be deemed to confirm that such purchase does not conflict with the Company; or (c) knowingly acquire more than the maximum above purchase allowable under limitations contained in this Plan. EACH PERSON PURCHASING CONVERSION STOCK IN THE OFFERINGS WILL BE DEEMED TO CONFIRM THAT SUCH PURCHASE DOES NOT CONFLICT WITH THE PURCHASE LIMITATIONS IN THIS PLAN. ALL QUESTIONS CONCERNING WHETHER ANY PERSONS ARE ASSOCIATES OR A GROUP ACTING IN CONCERT OR WHETHER ANY PURCHASE CONFLICTS WITH THE PURCHASE LIMITATIONS IN THIS PLAN OR OTHERWISE VIOLATES ANY PROVISION OF THIS PLAN SHALL BE DETERMINED BY THE PRIMARY PARTIES IN THEIR SOLE DISCRETION. SUCH DETERMINATION SHALL BE CONCLUSIVE, FINAL AND BINDING ON ALL PERSONS AND THE PRIMARY PARTIES MAY TAKE ANY REMEDIAL ACTION, INCLUDING WITHOUT LIMITATION REJECTING THE PURCHASE OR REFERRING THE MATTER TO THE OTS FOR INVESTIGATION AND ACTION, AS IN THEIR SOLE DISCRETION THE PRIMARY PARTIES MAY DEEM APPROPRIATE.