Common use of APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING Clause in Contracts

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock common stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for discussions or meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings (it being understood that the Company and the Bank shall be solely responsible for the contents of such materials); and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering substantially in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000150,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1June 29, 2021 between 2018 by and among the Agent Agent, the Company, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Community Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Community Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Primary Parties and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for discussions or meetings with potential investors and/or other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Community Offering or Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingCommunity Offering or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Community Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxx Procter LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.350.75% of the aggregate purchase price of the all Securities sold in the Subscription Offering and 1.50% of the aggregate purchase price of all Securities sold in the Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) ), whether directly or through a personal trust and (iii) trust, as to which no fee shall be payable. In addition, no sales fee will be payable with respect to the Foundation; andExchange Securities. (b) with respect to any Securities sold in the Syndicated Community Offering and/or Public Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000110,000, incurred prior which will automatically be increased to termination$150,000 if a Syndicated Community Offering or Public Offering is undertaken. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 90,000, and will be reimbursed for reasonable expenses in an amount not to exceed $50,000, for certain records management agent services set forth in the letter dated April 1January 4, 2021 between 2019 by and among the Agent Agent, the Mid-Tier, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Pxxxx Xxxxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Pxxxx Xxxxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings (it being understood that the Company and the Bank shall be solely responsible for the contents of such materials); and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Pxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any SecuritiesDealer. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx XxxxxxSilver, PCFxxxxxxx, Taff & Txxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, (i) a fee of 1.35% ninety basis points (0.90%) of (A) the aggregate purchase price of the Securities sold in the Subscription Offering and (B) the aggregate purchase price of the Securities sold in the State of Louisiana in the Community Offering, excluding and (ii) a fee of three percent (3.0%) of the aggregate purchase price of the Securities sold outside the State of Louisiana in each the Community Offering, excluding, in the case shares of both (i) and (ii), Securities purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal business, trust and (iii) the Foundationor other entity controlled by such person); and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and one-half percent (5.5%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination100,000. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services set forth in the letter dated April 1December 24, 2021 2020 between the Agent and the Bank ($10,000 of which fee has already been paid) and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,00030,000 (and up to an additional $10,000 as records management agent for out-of-pocket expenses related to the coronavirus disease 2019 (“COVID-19”)). All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, Mineola Community Financial, the CompanyBank, the Bank Mineola Community MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and Company, the Bank and Mineola Community MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a non-refundable management fee of $20,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to any (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) director, officer or employee of the Company or the Bank or members of their immediate families (families, which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) ; the FoundationService Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00015,000 and for its attorney’s fees and expenses up to $100,000, incurred prior to terminationfor a total maximum of $115,000. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 20,000, all of which has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1November 18, 2021 2020 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $5,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00015,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulatorthe FDIC and the ODFI, if requiredas necessary, agrees agree to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee equal to the greater of 1.35% (i) $250,000 and (ii) one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildren) whether directly or through a personal trust and (iii) children; the FoundationService Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 (which may be increased to $20,000 in the event of a resolicitation of subscribers in the Subscription and Community Offering) and for its attorney’s fees and expenses up to $100,000, incurred prior to terminationfor a total maximum of $110,000 ($120,000 in the event of a resolicitation of subscribers in the Subscription and Community Offering). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1January 23, 2021 2023 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, in accordance with the provisions of Section 4 hereof, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, the Mid-Tier Company, the MHC, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% of $250,000 (the aggregate purchase price of the Securities sold in the “Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the FoundationFee”); and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of six percent (6.0% %) of the aggregate purchase price of all Securities sold in the Syndicated OfferingOffering (the “Syndicated Fee”); provided, however, if the sum of the Subscription Fee and the Syndicated Fee exceeds six percent (6.0%) of the aggregate purchase price of all of the Securities sold in the Offerings, the Subscription Fee will be reduced to the extent necessary so that total aggregate fees paid pursuant to this Section 2 shall equal six percent (6.0%) of the aggregate purchase of all the Securities sold in the Offerings. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable documented out-of-pocket expenses expenses, up to $90,000100,000, subject to increase to $125,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Mid-Tier Company has made an advance payment to the Agent in the amount of $25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable hereunder. In the event that the advance payment exceeds the amount due in payment of reimbursement of expenses hereunder, the excess shall be refunded to the Mid-Tier Company.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and Offering (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable and (iii) as the managing underwriter in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon on the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s Bank and the Bank’s Company management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the Federal Reserve Board agrees to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms and conditions set forth in a master selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit C to this Agreement or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit A hereto. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as (i) sole book-running manager of any the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in the Subscription and Community Offering in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx XxxxxxLxxx Xxxxxx Xxxxxxxx & Sxxxxx, PCP.C., at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent : Sandler O’Xxxxx will receive: , (a) as compensation for its marketing agent services in the Subscription and Community Offeringshereunder, a fee of 1.351.0% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company, the Mid-Tier Company or the Bank (or any shares contributed to such a charitable foundation, and (iii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren) whether directly or through a personal trust ((i), (ii) and (iii) the Foundation; and collectively, “Insider Purchases”) and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.0% of the aggregate purchase price of all Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee fee, as stated in the above paragraph, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, 115,000 incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board Boards of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Mid-Tier Company, the Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulatorthe Department and the FRB, if requiredas necessary, agrees agree to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank and the Agent relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee equal to greater of 1.35(i) $250,000 or (ii) 1.0% of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOfferings (collectively, the “Success Fee”), excluding in each case of the subclauses (i) and (ii) shares purchased by or contributed to on behalf of (iA) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (iiB) any charitable foundation established by the Company or the Bank (or any shares contributed to such charitable foundation), and (C) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust), which term shall mean the parents, spouse, siblings and (iii) children who live in the Foundationsame house as such person; the Success Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.00% of the aggregate purchase price of the Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 (which may be increased to $20,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior to terminationfor a total maximum of $110,000 ($120,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1September 25, 2021 2023 between the Agent and the Mid-Tier Company, the Bank and the MHC (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to an additional $10,000. In addition, in accordance with the provisions of Section 4 hereof, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank, on the one hand, and the Agent, on the other, relating to a firm commitment underwriting of the Securities or any other securities of the Company. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a success fee equal to equal to the greater of 1.35% (1) $250,000 and (2) one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; (c) as compensation for its marketing agent services in the Community Offering, a success fee equal to two percent (2.00%) of the aggregate purchase price of the Securities sold in the Community Offering, excluding Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust trust), which term shall mean parents, spouse, siblings and children; provided, however, that the 2.00% fee shall be five percent (5.00%) with respect to Securities sold in the Community Offering to each purchaser who: (i) is an “accredited investor” as set forth in 12 CFR 230.501, excluding natural persons as defined in 12 CFR 230.501(a)(5)-(6), and (iiiii) was solicited and/or initiated by the FoundationAgent; and (bd) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If requested by the Company, the Agent shall provide information which evidences the satisfaction of the conditions for the payment of the 5.00% fee set forth in sub-section (c) immediately above. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 (which may be increased to $20,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior for a total maximum of $110,000 ($130,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings); provided, however, that the Agent shall document such expenses to terminationthe reasonable satisfaction of the Company and the Bank. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000, of which $10,000 has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 19, 2021 2024 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,000; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company and the Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank, on the one hand, and the Agent, on the other, relating to a firm commitment underwriting of the Securities or any other securities of the Company. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee equal to ninety-five hundredths of 1.35% one percent (0.95%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; (c) as compensation for its marketing agent services in the Community Offering, a fee equal to one and a half percent (1.50%) of the aggregate purchase price of the Securities sold in the Community Offering, excluding Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust trust), which term shall mean parents, spouse, siblings and children; provided, however, that the 1.50% fee shall be five percent (5.00%) with respect to Securities sold in the Community Offering to each purchaser who: (i) is an “accredited investor” as set forth in 12 CFR 230.501, excluding natural persons as defined in 12 CFR 230.501(a)(5)-(6), and (iiiii) was solicited and/or initiated by the FoundationAgent; and (bd) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If requested by the Company, the Agent shall provide information which evidences the satisfaction of the conditions for the payment of the 5.00% fee set forth in sub-section (c) immediately above. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00060,000 (which may be increased to $75,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior for a total maximum of $160,000 ($175,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings); provided, however, that the Agent shall document such expenses to terminationthe reasonable satisfaction of the Company and the Bank. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000, $15,000 of which has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1October 25, 2021 2023 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company and the Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) Sandler X’Xxxxx as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the OfferingsPlan or related corporate documents; (ii) reviewing with the Board of Directors the financial impact and securities marketing implications of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stockpro forma market value of the Company on a fully converted basis; (iii) reviewing all offering documents, including the Prospectus, stock order forms form and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s Bank and the Bank’s Company management in scheduling and preparing for meetings with potential investors and/or other and broker-dealers in connection with the Offeringsdealers; and (vi) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community OfferingOfferings, unless the Company and the Agent agree agrees in writing to extend such period and any applicable regulator, if required, the OTS agrees to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community OfferingOfferings, at the request of the Company and the Bank, the Agent Sandler X’Xxxxx will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis basis, subject to the terms and conditions set forth in a Syndicated Offeringselected dealers’ agreement (the “Selected Dealers’ Agreement”). Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole bookendeavor to limit the aggregate fees to be paid by the Company, the Mid-running manager Tier Company, the MHC and the Bank under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of any Syndicated Offeringcomparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate fees payable to the Agent and Selected Dealers shall not exceed the limits set forth below. The Agent Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx XxxxxxElias, PCMatz, Xxxxxxx & Xxxxxxx, L.L.P., at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent Sandler X’Xxxxx will receive: (a) receive as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% hereunder one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Direct Community Offering, excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren) whether directly or through a ), their personal trust trusts and (iii) business entities controlled by them; provided, however, that the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an minimum aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offeringpayable to Sandler X’Xxxxx shall be $160,000. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to Sandler X’Xxxxx in the aggregate amount of $50,000, which shall be credited against any fees or reimbursement of expenses payable hereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board Boards of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulatorthe FDIC and the LOFI, if requiredas necessary, agrees agree to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank and the Agent relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35equal to (i) 0.95% of the aggregate purchase price of the Securities sold in the Subscription Offering, (ii) 1.50% of the aggregate purchase price of the Securities sold in the Community Offering other than shares sold to any “accredited institutional investors” as such term as defined herein, and (iii) 5.0% of the aggregate purchase price of the Securities sold in the Community OfferingOffering to accredited institutional investors (collectively, the “Success Fee”), excluding in each case of the subclauses (i) and (ii) shares purchased by or contributed to on behalf of (iA) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (iiB) any charitable foundation established by the Company or the Bank, and (C) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; the Success Fee due hereunder will be reduced by the Management Fee; for purposes hereof, “accredited institutional investor” shall have the meaning set forth in Section 501 under the Securities Act Regulations, excluding therefrom natural persons as defined in Rule 501(a)(5)-(6) whether directly or through a personal trust and (iii) purchases by such purchasers shall have been solicited and/or initiated by the FoundationAgent; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.00% of the aggregate purchase price of the Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00060,000 (which may be increased to $75,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $150,000, incurred prior to terminationfor a total maximum of $210,000 ($225,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 40,000 for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1September 19, 2021 2023 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to an additional $10,000. In addition, in accordance with the provisions of Section 4 hereof, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) Group, LLC as its exclusive Agent to act its financial and marketing agent to advisor and consult with and advise the CompanyCompany and the Bank regarding the structure and execution of the Rights Offering, and to assist act as the Company with the solicitation of subscriptions Company’s financial advisor and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager sales agent in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicablePublic Reoffer. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall will not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (ia) consulting as providing financial advisory and marketing advice and assistance to management in connection with the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the OfferingsRights Offering; (iib) reviewing with the Company, the financial and market impact of the proposed Offering; (c) advising and assisting management in making presentations to the Company’s Board of Directors regarding the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common StockOffering; (iiid) reviewing all offering documents, including the Prospectus, stock order forms Prospectus and related offering materials (it being understood that preparation and filing of such documents is will be the sole responsibility of the MHC, the Company, the Bank Company and their its counsel); (ive) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (vif) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the Offerings. The appointment of Offering; (g) if necessary, assisting the Agent hereunder shall terminate upon Company with identifying and/or communicating with prospective investors that are or may be interested in participating in the earlier Public Reoffer; (h) providing financial advisory advice and assistance and acting as the sales agent for the Company on a best efforts (and not a firm underwritten) basis in connection with, the Securities to occur of prospective investors in the Public Reoffer; (i) forty-five providing information to potential investors relating to the Public Reoffer; (45j) days after following up with potential investors regarding an investment in the last day Company; and (k) assisting the Company in securing commitments and obtaining from any such investors any documentation and payments as may be required by the Company in the Public Reoffer. Xxxxx represents and warrants to the Company that (1) it is registered as a broker/dealer pursuant to Section 15(b) of the Subscription Offering andExchange Act and under the securities laws of the states in which the Shares will be offered or sold in the Public Reoffer pursuant to this Agreement and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), if heldand (2) that the personnel of Xxxxx providing sales agent services in connection with the Public Reoffer pursuant to this Agreement, to the extent required, are or will be licensed or registered, as applicable, to effect offers and sales of the Shares in the Public Reoffer under the federal securities laws and in each of the jurisdictions, as applicable, in which each respective person is required to be registered to make offers and/or sales of Shares in the Public Reoffer. To the extent required, Xxxxx agrees to maintain, through the term of this Agreement, the Community Offeringaforementioned registrations and memberships, unless as applicable. Upon request by the Company, and for the jurisdictions specified by the Company, Xxxxx will provide to the Company the name, address, telephone number and any relevant licensing/registration information (or if licensing/registration is not required for a particular jurisdiction, information concerning the relevant exemption or exclusion from the registration/licensing requirements upon which Xxxxx is relying) for its personnel who have effected or will effect offers and sales of the Securities in the Public Reoffer in such jurisdictions. Xxxxx, in fulfilling its obligations hereunder, may engage brokers, dealers, or other third parties to solicit or refer potential investors to Xxxxx. Xxxxx may enter into agreements with, and pay fees to, such third parties as it deems appropriate in connection with such activities, and notwithstanding anything to the contrary herein, the Agent may, in its sole discretion, establish a concession to be paid for Shares sold to other investors arranged by the Agent or selected FINRA member broker-dealers (the “Selling Group”) and the Company shall have no further fee obligation associated with these sales. The Company understands that Xxxxx does not, and cannot, guarantee that the Offering will be consummated. Xxxxx is acting on a “best efforts” basis and shall not in any way be obligated or committed, directly or indirectly, to advance its own funds to purchase any Securities or to purchase or to assure the purchase of any Securities. The Company shall have the sole right to accept or reject subscriptions for Shares in the Public Reoffer. The Company and the Agent agree that the Agent is an independent contractor with respect to its participation in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bankperformance of its duties hereunder. In rendering the services contemplated by the Agreement, the Agent will seek not be subject to form a syndicate of registered brokers or dealers (“Selected Dealers”) any liability to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements or any of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed its affiliates for any of the Securities the full amount that it may have received from themact or omissions in performing its obligations, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation except to the others hereunder, except for the obligations of the Company and the Bank as extent set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereofSection 6. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the The Company agrees to issue at the closing of the Rights Offering, or have issued as soon as practicable thereafter, the Securities sold in the Rights Offering and to release deliver the certificates, or other evidence, for delivery statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred Subscription Agent (the “Initial Closing”). In addition, the Public Reoffer will expire at the earlier of 5:00 p.m. New York Time on the tenth trading day following the Initial Closing (unless extended by the Company for up to abovean additional ten trading days) or the date on which the Company has accepted subscriptions for all Securities remaining for purchase after completion of the Rights Offering (the “Reoffer Closing”). The closing parties agree that the Public Reoffer will be closed on a delivery versus payment basis through the facilities of the Registrar and Transfer Company and that all investor funds from the Public Reoffer received prior to the Reoffer Closing will be held in an escrow account established by, and for the benefit of, the Company. Prior to the Reoffer Closing, each purchaser will deliver to the escrow agent for the Company, by check or wire transfer of immediately available funds, an amount in cash equal to the purchase price with respect to the Securities to be purchased in accordance with the procedures of the Company and its escrow agent. At the Reoffer Closing, the escrow agent will deliver to the Company the escrowed funds delivered to it for the purchase of such Securities and as soon as practicable thereafter, the Company will deliver to the purchasers the Securities sold in the Public Reoffer; provided, however, that in the event that the Public Reoffer is cancelled or terminated for any reason, the Company shall promptly instruct the escrow agent to return the cash purchase price for the Securities to the purchasers thereof and those purchasers obligations to purchase the Securities in connection with the Public Reoffer will be null and void. The Initial Closing and any Reoffer Closing will be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to as may be agreed upon by the parties hereto. Statements reflecting book-At the Reoffer Closing, the Company will deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement and the opinions required hereby, and other documents deemed reasonably necessary by the Agent will be executed and delivered to effect the Offering and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company will notify the Agent by telephone, confirmed in writing, when funds have been received for all the Securities. Certificates, statements evidencing issuance of shares in book entry ownership form, or other evidence of the Securities shall will be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designateinstructions. The hour and date upon which the Company shall release for delivery all of the SecuritiesInitial Closing occurs, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Initial Closing occurs in accordance with the terms hereof is called the “Initial Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable date upon which the Reoffer Closing occurs is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Reoffer Closing occurs in accordance with respect to the sale of terms hereof is called the Securities“Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”). In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent has or will receivereceive the following compensation for its services hereunder: (ai) as compensation In consideration for its the advisory, marketing agent and administrative services to be provided by the Agent in connection with the Subscription and Community OfferingsRights Offering, a non-refundable advisory fee of 1.35% in an amount equal to $100,000, which has been paid as of the aggregate purchase price of date hereof (the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation“Advisory Fee”); and (bii) with respect In consideration for the financial advisory and sales agent services to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated be provided by the Agent in accordance connection with the provisions Public Reoffer, a non-refundable placement fee (the “Placement Fee”) equal to six percent (6.0%) of Section 9(a) hereof or the Offerings are terminated total gross proceeds paid to and received by the Company, no fee shall be payable representing subscriptions accepted by the Company to the Agent; provided, however, that the Company shall reimburse the Agent from investors in accordance connection with the provisions Public Reoffer. For the avoidance of Section 4 hereof doubt, the Placement Fee shall not be payable for all Securities purchased as result of its reasonable out-of-pocket expenses up to $90,000, incurred prior to terminationthe exercise of any Basic Subscription Privilege or Oversubscription Privilege by a Record Date Holder in the Rights Offering. In additionIf the Advisory Fee or the Placement Fee is not fully paid when due, the Company shall be obligated to pay all costs of collection or other enforcement of the other Agent’s rights hereunder, including but not limited to, attorneys’ fees and expenses as contemplated expenses, whether collected or enforced by the provisions of Section 4 hereof in the event of suit or otherwise. The Advisory Fee and Placement Fee are non-negotiable and are not subject to any such termination. In additionreduction, the Agent will receive a fee of $25,000 set-off, counterclaim or refund for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000any reason. All fees payable to the Agent hereunder shall be (including funds for the reimbursement of expenses as set forth in Section 4) are payable in immediately available funds at the applicable Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxxx Xxxx Xxxxxx, PCXxxxxxxx Xxxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A management fee of $25,000 (the “Management Fee”), all of which has been paid prior to the date hereof and which will be applied towards the Service Fee (as defined below); (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one a quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fees”), excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (families, which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. The Management Fee shall be credited against the Service Fee. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 and for its attorney’s fees and expenses up to $125,000, for a total maximum of $135,000, subject to increase to an aggregate of $150,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 20,000 for certain records management agent services set forth in the letter dated April 1March 4, 2021 between the Agent and the Bank and Bank; provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by $5,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00015,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board Boards of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Mid-Tier Company, the Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulatorthe Department and the FRB, if requiredas necessary, agrees agree to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank and the Agent relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee equal to greater of 1.35(i) $250,000 or (ii) 1.0% of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOfferings (collectively, the “Success Fee”), excluding in each case of the subclauses (i) and (ii) shares purchased by or contributed to on behalf of (iA) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (iiB) any charitable foundation established by the Company or the Bank (or any shares contributed to such charitable foundation), and (C) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust), which term shall mean the parents, spouse, siblings and (iii) children who live in the Foundationsame house as such person; the Success Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.00% of the aggregate purchase price of the Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 (which may be increased to $20,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior to terminationfor a total maximum of $110,000 ($120,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1September 25, 2021 2023 between the Agent and the Mid-Tier Company, the Bank and the MHC (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to an additional $10,000. In addition, in accordance with the provisions of Section 4 hereof, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering; and Offering (ii) as sole book-book running manager in connection with the solicitation of purchase orders for the Securities securities in the Syndicated Offering, if applicableand (iii) as the managing underwriter in the Public Offering. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) as requested, reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (iiic) the completion of the Syndicated Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms of a master selling agreement or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit A hereto. Xxxxx Xxxxxxx The Agent will serve as (i) sole book-book running manager for the Syndicated Offering and (ii) managing underwriter of any Syndicated the Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Company, the Mid-Tier Company, the Bank and the MHC until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable Securities Act Regulations. At that time, Sandler X’Xxxxx will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, Sandler X’Xxxxx and any other underwriters will be obligated to purchase all the Securities subject to the Public Offering. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: , (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren) (whether directly or through a personal trust trust) and (iii) the Foundation; and (b) with respect to any Securities a selling concession on each Security sold in the Syndicated Offering, an aggregate fee of 6.0% which shall not exceed four and one-half percent (4.5%) of the aggregate actual purchase price of Securities sold in the Syndicated OfferingSecurities. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable documented out-of-pocket expenses up to $90,000200,000, subject to increase in accordance with Section 4 hereof to $220,000, incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and , (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, the Mid-Tier Company, the MHC, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit A to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case (i) shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) shares purchased by any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust), and (iii) shares contributed to the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering or in the Public Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of all Securities sold in the Syndicated Offering and the Public Offering, of which not less than 65% shall be paid to Sandler X’Xxxxx with the remainder to be paid to the Co-managers in such proportion as the Company may determine. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent for all of its reasonable legal fees and expenses, up to $250,000, incurred prior to termination in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to terminationhereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Xxxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Xxxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Xxxxxx pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Mid-Tier Company, the Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Xxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxx Lord LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $50,000 (the “Management Fee”), all of which has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Success Fee”), excluding in each case shares purchased by or contributed to any (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) charitable foundation established by the Company (or any shares contributed to such charitable foundation), and (iii) director, officer or employee of the Company or the Bank or members of their immediate families families, (whether directly or through a personal trust) which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) ; the FoundationSuccess Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% six percent (6.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. (d) A cash fee in the amount of $50,000 (the "Services Fee"), $5,000 of which has been earned in full and paid prior to the date hereof, in connection with Xxxxxx'x provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the FRB Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00015,000 and for its attorney’s fees and expenses up to $125,000, incurred prior for a total maximum of $140,000. These expenses may be increased by an additional amount not to terminationexceed $25,000 by mutual consent, including in the event of a material delay of the Offerings which would require an update of the financial information in tabular form to reflect a period later than set forth in the original filing of the Prospectus. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In additionExcept as otherwise stated above, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All all fees payable to the Agent hereunder shall be payable in immediately available funds by wire transfer at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx PSC (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Community Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx PSC accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Community Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting advising as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the CompanyOfferings, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Primary Parties and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for discussions or meetings with potential investors and/or other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Community Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Community Offering. Xxxxx Xxxxxxx PSC will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into an underwriting agreement or to take or purchase any SecuritiesSecurities except pursuant to the underwriting agreement. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Primary Parties and PSC relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, and all final regulatory approvals necessary to consummate the Conversion have been received, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the all Securities sold in the Subscription Offering and 3.0% of the aggregate purchase price of all Securities sold in the Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) ), whether directly or through a personal trust and (iii) shares issued to the Foundation; and, as to which no fee shall be payable. (b) with respect to any Securities sold in the Syndicated Community Offering, an aggregate fee of 6.05.0% of the aggregate purchase price of Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000, incurred prior to termination125,000. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 85,000, and will be reimbursed for reasonable expenses in an amount not to exceed $35,000, for certain records management agent services set forth in the letter letters dated April 1March 20, 2021 between 2023 by and among the Agent Agent, the Mid-Tier, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the the FDIC and the Department agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.351.4% of the aggregate purchase price of the Securities sold in the Subscription Offering and all Securities sold in the Commonwealth of Pennsylvania in the Community Offering, subject to a minimum fee of $225,000, plus (b) 3.0% of the aggregate purchase price of all Securities sold outside of the Commonwealth of Pennsylvania in the Community Offering, excluding in each case shares Securities purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000100,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services set forth in the letter dated April 1February 16, 2021 between the Agent and the Bank and Bank, of which $10,000 has already been paid. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000 and additional expense related to COVID-19 which will not exceed $10,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) Boenning & Scattergood, Inc. as its exclusive marketing agent Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with Bank regarding the solicitation structure of purchase orders for the Securities in the Syndicated Offering, if applicableincluding the Public Reoffer. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall will not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (ia) consulting as assisting management in structuring the Offering; (b) advising the Company and the Bank on the financial and market impact of the proposed Offering; (c) advising and assisting management in making presentations to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Company’s Board of Directors regarding the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common StockOffering; (iiid) assisting the Company in establishing an appropriate price for the Securities to be issued in the Offering; (e) reviewing all offering documents, including the Prospectus, stock order forms Prospectus and related offering materials (it being understood that preparation and filing of such documents is will be the sole responsibility of the MHC, the Company, the Bank Company and their its counsel); (ivf) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (vig) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the OfferingsOffering; and (h) offering, as agent for the Company on a best efforts (and not underwritten) basis, the Securities to prospective investors in the Public Reoffer. The appointment parties acknowledge and agree that the Agent’s services will not encompass in any way any direct or indirect solicitation of existing shareholders of the Agent hereunder shall terminate upon Company in connection with the earlier to occur of (i) forty-five (45) days after Rights Offering in any state in which the last day Company is relying on an exemption from registration for the offer and sale of the Subscription Offering and, if held, Shares being offered in the Community Rights Offering, unless which exemption prohibits the payment of a commission or other remuneration, directly or indirectly, for soliciting a security holder in such state. The Company and the Agent agree that the Agent is an independent contractor with respect to its participation in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bankperformance of its duties hereunder. In rendering the services contemplated by the Agreement, the Agent will seek not be subject to form a syndicate of registered brokers or dealers (“Selected Dealers”) any liability to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements or any of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed its affiliates for any of the Securities the full amount that it may have received from themact or omissions in performing its obligations, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation except to the others hereunder, except for the obligations of the Company and the Bank as extent set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereofSection 6. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the The Company agrees to issue issue, or have issued issued, the Securities sold and to release deliver the certificates, or other evidence, for delivery statements reflecting book entry ownership of such Securities at the applicable Closing Time Times (as defined below) against payment therefor therefore by release of funds from the special interest-bearing accounts referred to aboveSubscription Agent (the “Initial Closing”). In addition, the Public Reoffer will expire at the earlier of 5:00 p.m. Eastern Time, on [__], 2013 or the date on which the Company has accepted subscriptions for all Securities remaining for purchase after completion of the Rights Offering (the “Reoffer Closing”). The closing shall parties agree that the Public Reoffer will be closed on a delivery versus payment basis through the facilities of the Registrar and Transfer Company and that no investor funds from the Public Reoffer will be received prior to the Reoffer Closing. At the Reoffer Closing, the Company will deliver to the purchasers through the Registrar and Transfer Company the Securities and each purchaser will deliver to the Company, by wire transfer of immediately available funds to an account designated by the Company, an amount in cash equal to the purchase price with respect to the Securities to be purchased in accordance with the procedures of the Registrar and Transfer Company. The Initial Closing and any Reoffer Closing will be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to as may be agreed upon by the parties hereto. Statements reflecting book-entry ownership At the Initial Closing and at any Reoffer Closing, the Company will deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement and the opinions required hereby, and other documents deemed reasonably necessary by the Agent will be executed and delivered to effect the Offering and the issuance of the Securities shall as contemplated hereby and pursuant to the terms of the Prospectus. The Company will notify the Agent by telephone, confirmed in writing, when funds have been received for all the Securities. Certificates or other evidence of the Securities will be delivered directly to the purchasers (or, in the case of the Public Reoffer, to an account designated by the purchaser) thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designateinstructions. The hour and date upon which the Company shall release releases for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Company will release for delivery all of the Securities in accordance with the terms hereof is called the “Initial Closing Time.” The date upon which the Company releases for delivery all of the Securities in accordance with the terms of the Public Reoffer is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Company will pay any stock issue and transfer taxes that may be payable with respect to the sale release for delivery all of the SecuritiesSecurities in connection with the Public Reoffer and in accordance with the terms hereof is called the “Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”). In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receivereceive the following compensation for its services hereunder: (ai) as compensation In consideration for its marketing agent the advisory services in to be provided by the Subscription and Community OfferingsAgent, a non-refundable advisory fee in an amount equal to $20,000, which has been paid as of the date hereof (the “Advisory Fee”); (ii) Except for Underlying Shares sold to shareholders in Arizona, a placement fee of 1.352.00% (200 basis points) of the aggregate purchase price of the Securities Underlying Shares sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust shareholders upon their exercise of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and Basic Subscription Privilege; (iii) the Foundation; and (b) with respect Except for Underlying Shares sold to any Securities sold shareholders in the Syndicated OfferingArizona, an aggregate a placement fee of 6.06.00% (600 basis points) of the aggregate purchase price of Securities any Underlying Shares sold to shareholders upon their exercise of the Oversubscription Privilege; and (iv) A placement fee of 6.00% (600 basis points) of the aggregate purchase price of any Shares sold on a best efforts basis in the Syndicated OfferingPublic Reoffer. If this Agreement is terminated by The Advisory Fee will be credited against any placement fees payable pursuant to (ii) through (iv) above (collectively, the Agent in accordance with “Placement Fees”). Notwithstanding (ii) through (iv) above, the provisions applicable Placement Fee for shares sold to directors and employees of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall whether pursuant to the Basic Subscription Privilege, the Oversubscription Privilege or in the Public Reoffer, will be payable 1.00% (100 basis points) of the first $1,000,000 of aggregate purchase price for shares sold to such persons, and then 2.00% (200 basis points) of the aggregate purchase price thereafter, which the Advisory Fee will also be credited against. In compliance with FINRA Rule 5110(f)(2)(C), the Agent will not receive any payment of commissions or reimbursement of expenses prior to the commencement of the Offering, except a reasonable advance against out of pocket accountable expenses actually anticipated to be incurred by the Agent, which advance is reimbursed to the Company to the Agent; provided, however, extent not actually incurred and provided that the Company shall reimburse the Agent in accordance with the provisions may receive payment of Section 4 hereof applicable Advisory Fees for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated services that were actually performed by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Agent. All fees payable to the Agent hereunder shall be (including funds for the reimbursement of expenses as set forth in Section 4) are payable in immediately available funds at the applicable Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) Sandler X’Xxxxx as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering; Offering and (ii) the Agent as sole book-running manager in connection its agent to consult with and advise the Company, and to assist the Company with the solicitation of purchase orders for Securities, in connection with the Securities Company’s sale of Common Stock in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OTS agrees to extend the period of time in which the Securities may be sold, (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (iiic) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis basis, subject to the terms and conditions set forth in a Syndicated Offeringmaster selling agreement. Xxxxx Xxxxxxx The Agent will serve as sole book-running manager of any the Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receivereceive the following compensation for its services hereunder: (a) as As compensation for its marketing agent services in services, the Subscription and Community Offerings, Agent will receive a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundationtrust); and (b) with With respect to any Securities sold in the Syndicated Offering, an aggregate a management fee of 6.0% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Offering, and a selling concession on each Security sold in the Syndicated Offering, which shall not exceed four percent (4.50%) of the actual purchase price of the Securities. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable documented out-of-pocket expenses up to $90,000100,000, subject to increase in accordance with Section 4 hereof to $120,000, incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings (it being understood that the Company and the Bank shall be solely responsible for the contents of such materials); and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any SecuritiesDealer. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% one percent (1.0%) of the aggregate purchase price dollar amount of the Securities shares of Common Stock sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.5%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000expenses, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 40,000 for certain records management agent services set forth in the letter dated April 1June 11, 2021 2019 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,00040,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X'Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and Offering (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable and (iii) as the managing underwriter in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X'Xxxxx accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon on the Appraiser’s 's appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s Bank and the Bank’s Company management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the Federal Reserve Board agrees to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“"Selected Dealers”") to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms and conditions set forth in a master selling agreement (the "Selected Dealers' Agreement"), substantially in the form set forth in Exhibit C to this Agreement or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the "Underwriting Agreement") for the Public Offering in the form attached as Exhibit A hereto. Xxxxx Xxxxxxx Sandler X'Xxxxx will serve as (i) sole book-running manager of any the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in the Subscription and Community Offering in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, PCP.C., at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “"Closing Time.” " The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent : Sandler X'Xxxxx will receive: , (a) as compensation for its marketing agent services in the Subscription and Community Offeringshereunder, a fee of 1.351.0% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company, the Mid-Tier Company or the Bank (or any shares contributed to such a charitable foundation, and (iii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren) whether directly or through a personal trust ((i), (ii) and (iii) the Foundation; and collectively, "Insider Purchases") and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.0% of the aggregate purchase price of all Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee fee, as stated in the above paragraph, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, 115,000 incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Bank hereby appoints Xxxxx Xxxxxxx (i) appoint Sandler X’Xxxxx & Partners, L.P. as its exclusive marketing agent Agent to consult with and advise the CompanyCompany and the Bank regarding the structure of the Offering, including the Public Reoffer, as well as to identify Standby Purchasers and to assist the Company and the Bank in negotiating Standby Purchase Agreements with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicableStandby Purchasers. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (i) consulting as to assisting management in structuring the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the OfferingsOffering; (ii) reviewing with advising the Company and the Bank on the financial and market impact of the proposed Offering; (iii) advising and assisting management in making presentations to the Company’s and the Bank’s Board of Directors regarding the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common StockOffering; (iiiiv) assisting the Company and the Bank in establishing an appropriate price for the Shares to be issued in the Offering; (v) reviewing all offering documents, including the Prospectus, stock order forms prospectus and related offering materials (it being understood that preparation and filing of such documents is will be the sole responsibility of the MHC, the Company, the Bank and their counsel); (ivvi) if requested by the Company and the Bank, identifying prospective Standby Purchasers in the Offering and assisting in the design and implementation negotiation of a marketing strategy for the OfferingsStandby Purchase Agreements with such Standby Purchasers; (vvii) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (viviii) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of Offering; and (iix) forty-five (45) days after the last day of the Subscription Offering andoffering, if held, the Community Offering, unless as agent for the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis basis, the Securities to prospective investors in a Syndicated Offeringthe Public Reoffer. Xxxxx Xxxxxxx will serve as sole book-running manager The parties acknowledge and agree that the Agent’s services shall not encompass any direct or indirect solicitation of any Syndicated shareholders in connection with the Rights Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release deliver the certificates, or other evidence, for delivery statements reflecting book entry ownership of such Securities at the applicable Closing Time Times (as defined below) against payment therefor therefore by release of funds from the special interest-bearing accounts referred to aboveEscrow Agent (the “Initial Closing”). In addition, the Public Reoffer shall expire at the earlier of 5:00 p.m. Eastern Time, within ten (10) days of the closing of the Rights Offering or the date on which the Company shall have accepted subscriptions for all Securities remaining for purchase as reflected in the Prospectus Supplement (the “Reoffer Closing”),. The closing parties agree that the Public Reoffer shall be closed on a delivery versus payment basis through the facilities of the Depository Trust Company and that no investor funds from the Public Reoffer will be received prior to the Reoffer Closing. At the Reoffer Closing, the Company shall deliver to the purchasers through the Depository Trust Company the Securities and each purchaser shall deliver to the Company, by wire transfer of immediately available funds to an account designated by the Company, an amount in cash equal to the purchase price with respect to the Securities to be purchased in accordance with the procedures of the Depository Trust Company. The Initial Closing and any Reoffer Closing shall be held at the offices of Xxxx Xxxxxx, PCHalter & Xxxxxxxx LLP in Cleveland, OH at 10:00 a.m., Eastern Time, on or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership At the Initial Closing and at any Reoffer Closing, the Company shall deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the Offering and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or other evidence of the Securities shall be delivered directly to the purchasers (or, in the case of the Public Reoffer, to an account designated by the purchaser) thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designateinstructions. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Company shall release for delivery all of the Securities in accordance with the terms hereof is called the “Initial Closing Time.” The date upon which the Company will pay any stock issue and transfer taxes that may be payable with respect to the sale shall release for delivery all of the Securities, in accordance with the terms of the Public Reoffer, is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Company shall release for delivery all of the Securities in connection with the Public Reoffer and in accordance with the terms hereof is called the “Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”). In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receivereceive the following compensation for its services hereunder: (a) as compensation In consideration for its marketing agent the advisory services to be provided by the Agent, an advisory fee in an amount equal to $35,000, due and payable upon the Initial Closing; (b) A placement fee of 6.0% of the aggregate value of funds committed by Standby Purchasers in the Subscription and Community Offerings, a offer to Standby Purchasers; and (c) A placement fee of 1.357.0% of the aggregate purchase price of any Shares sold on a best efforts basis in the Securities Public Reoffer. Notwithstanding anything to the contrary herein, the minimum fee to be paid to the Agent hereunder shall not be less than $200,000, provided that Shares equal to an amount of at least $2,750,000 are sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof this Agreement or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof Sandler X’Xxxxx for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-out- of-pocket expenses incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent, upon receipt by the Company or the Bank of a written accounting therefor setting forth in connection therewith up to $25,000reasonable detail the expenses incurred by the Agent. All fees payable to the Agent hereunder shall be payable in immediately available funds at the applicable Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCKxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% fifty basis points (0.50%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) ), whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% four and one-half percent (4.5%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, 175,000 incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 75,000 for certain records management agent services set forth in the letter dated April 121, 2021 between 2017 by and among the Agent Agent, the Company, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; , and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon on the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s Bank and the Bank’s Company management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees the FDIC and the Commissioner agree to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms and conditions set forth in a master selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit A to this Agreement. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any the Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any SecuritiesSecurities in the Offerings. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in the Subscription and Community Offering in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx XxxxxxSilver, PCFxxxxxxx, Taff & Txxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent : Sandler O’Xxxxx will receive: , (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35hereunder; (i) 1.1% of the aggregate purchase price of the Securities sold in the Subscription and Offering; (ii) 2.0% of the aggregate purchase price of the Securities sold in the Community Offering to certain investors identified by the Company in writing prior to commencement of the Community Offering; (iii) 3.0% of the aggregate purchase price of the Securities sold in the Community Offering to all other investors, excluding in each case of (ii) and (iii) above shares purchased by or contributed to on behalf of (iA) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (iiB) any charitable foundation established by the Company or the Bank (or any shares contributed to such a charitable foundation), and (C) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren) whether directly or through a personal trust ((A), (B) and (iiiC) the Foundation; and collectively, “Insider Purchases”) and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee a selling concession of 6.05.50% of the aggregate purchase price of all Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company or the Bank shall reimburse the Agent for all of its reasonable documented out-of-pocket expenses up to $90,000 incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof and provided further that if the Conversion is completed, the Company shall reimburse the Agent for all of its reasonable documented out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering substantially in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% ninety basis points (0.90%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal business, trust or other entity controlled by such person) and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000110,000, subject to increase to $125,000 in the event a Syndicated Offering or Public Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx PSC (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Community Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx PSC accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Community Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting advising as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the CompanyOfferings, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Primary Parties and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for discussions or meetings with potential investors and/or other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Community Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Community Offering. Xxxxx Xxxxxxx PSC will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into an underwriting agreement or to take or purchase any SecuritiesSecurities except pursuant to the underwriting agreement. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Primary Parties and PSC relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the all Securities sold in the Subscription Offering and 3.0% of the aggregate purchase price of all Securities sold in the Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) ), whether directly or through a personal trust and (iii) shares issued to the Foundation; and, as to which no fee shall be payable. (b) with respect to any Securities sold in the Syndicated Community Offering, an aggregate fee of 6.05.0% of the aggregate purchase price of Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000, incurred prior to termination125,000. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 85,000, and will be reimbursed for reasonable expenses in an amount not to exceed $35,000, for certain records management agent services set forth in the letter letters dated April 1March 20, 2021 between 2023 by and among the Agent Agent, the Mid-Tier, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Mutual Holding Company, the Company and Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Mutual Holding Company’s, Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees the OCFR and FRB agree to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best best-efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Mutual Holding Company, Company and the Bank as set forth in Sections SECTION 4, SECTION 6(a) and SECTION 7 hereof and the obligations of the Agent as provided in Sections SECTION 6(b) and SECTION 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book book-entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section SECTION 4 hereof, the Agent will receive: (a) (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this SECTION 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.350.95% of the aggregate purchase price of the Securities shares of common stock sold in the Subscription Offering and 1.50% of the aggregate purchase price of any shares of common stock sold in a Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Mutual Holding Company, Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Mutual Holding Company, Company or Bank, and (iii) any director, trustee, corporator, officer or employee of the Mutual Holding Company, Company or the Bank (“Insiders”) or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, siblings and children and grandchildren) whether directly or through a personal trust and (iii) of Insiders who live in the Foundationsame house as the Insiders; the Service Fee due hereunder will be reduced by the Management Fee; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Bank hereby appoints Xxxxx Xxxxxxx (i) appoint Sandler X'Xxxxx & Partners, L.P. as its exclusive marketing agent Agent to consult with and advise the CompanyCompany and the Bank regarding the structure of the Offering, as well as to identify Standby Purchasers and to assist the Company and the Bank in negotiating Standby Purchase Agreements with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicableStandby Purchasers. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall not be obligated to sell any minimum number of shares of Common Stock to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (i) consulting as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered identifying prospective Standby Purchasers and assisting in the Offeringsnegotiation of Standby Purchase Agreements with such Standby Purchasers; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s 's and the Bank’s 's management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (viiii) providing such other general advice and assistance as may be reasonably necessary requested and agreed to by the Agent to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth disclosed on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts subscription agent referred to aboveherein. The closing shall be held at the offices of Xxxx XxxxxxXxxxxx Xxxxx LLP in Washington, PCD.C., at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “"Closing Date." The hour on the Closing Date at which the Company shall release for delivery all of the Securities in accordance with the terms hereof is called the "Closing Time.” " Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities were made by the Company prior to the commencement of the Rights Offering, with provision for refund to the purchasers as set forth in Section 9 hereof, or for delivery to the Company if all Securities are sold. The Company shall not be deemed to have received any subscription offer or exercise of a Right accompanied by a check or comparable instrument until final payment has been made on such check or instrument. Each subscriber will pay any stock issue and transfer taxes that which may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receivereceive the following compensation for its services hereunder: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities Common Stock sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed Offering pursuant to (i) any employee benefit plan or trust the exercise of the Company or the Bank established for the benefit of their respective Rights by directors, officers and employees, (ii) any director, officer or employee employees of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and"Interested Parties"); (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% three percent (3.00 %) of the aggregate purchase price of Securities the Common Stock sold in the Syndicated OfferingOffering pursuant to the exercise of Rights by persons other than Interested Parties; and (c) six and one half percent (6.50%) of the aggregate purchase price of the Common Stock committed by Standby Purchasers pursuant to Standby Purchase Agreements. Notwithstanding anything to the contrary herein, the minimum fee to be paid to the Agent hereunder shall not be less than $300,000. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof Sandler X'Xxxxx for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, including the reasonable fees and disbursements of counsel for the Agent, upon receipt by the Company shall be obligated to pay or the other fees and Bank of a written accounting therefor setting forth in reasonable detail the expenses as contemplated incurred by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Agent. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank, on the one hand, and the Agent, on the other, relating to a firm commitment underwriting of the Securities or any other securities of the Company. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a success fee equal to the greater of 1.35% (1) $250,000 and (2) one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; (c) as compensation for its marketing agent services in the Community Offering, a success fee equal to two percent (2.00%) of the aggregate purchase price of the Securities sold in the Community Offering, excluding Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust trust), which term shall mean parents, spouse, siblings and children; provided, however, that the 2.00% fee shall be five percent (5.00%) with respect to Securities sold in the Community Offering to each purchaser who: (i) is an “accredited investor” as set forth in 12 CFR 230.501, excluding natural persons as defined in 12 CFR 230.501(a)(5)-(6), and (iiiii) was solicited and/or initiated by the FoundationAgent; and (bd) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If requested by the Company, the Agent shall provide information which evidences the satisfaction of the conditions for the payment of the 5.00% fee set forth in sub-section (c) immediately above. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 (which may be increased to $20,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior for a total maximum of $110,000 ($130,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings); provided, however, that the Agent shall document such expenses to terminationthe reasonable satisfaction of the Company and the Bank. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000, of which $10,000 has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 19, 2021 2024 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,000; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company and the Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, the Mid-Tier Company, the MHC, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one and a half percent (1.5%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust); (b) as compensation for its marketing agent services in the Community Offering, a fee of two and a half percent (iii2.5%) of the Foundationaggregate purchase price of the Securities sold in the Community Offering; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of six percent (6.0% %) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000125,000, subject to increase to $150,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Mid-Tier Company has made an advance payment to the Agent in the amount of $25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable hereunder. In the event that the advance payment exceeds the amount due in payment of reimbursement of expenses hereunder, the excess shall be refunded to the Mid-Tier Company.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCKxxxxxxxxx Txxxxxxx & Sxxxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% fifty basis points (0.50%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust) and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% four and one-half percent (4.5%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, 175,000 incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 75,000 for certain records management agent services set forth in the letter dated April 121, 2021 between 2017 by and among the Agent Agent, the Company, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board Boards of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulatorthe FDIC and the LOFI, if requiredas necessary, agrees agree to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank and the Agent relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35equal to (i) 0.95% of the aggregate purchase price of the Securities sold in the Subscription Offering, (ii) 1.50% of the aggregate purchase price of the Securities sold in the Community Offering other than shares sold to any “accredited institutional investors” as such term as defined herein, and (iii) 5.0% of the aggregate purchase price of the Securities sold in the Community OfferingOffering to accredited institutional investors (collectively, the “Success Fee”), excluding in each case of the subclauses (i) and (ii) shares purchased by or contributed to on behalf of (iA) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (iiB) any charitable foundation established by the Company or the Bank, and (C) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; the Success Fee due hereunder will be reduced by the Management Fee; for purposes hereof, “accredited institutional investor” shall have the meaning set forth in Section 501 under the Securities Act Regulations, excluding therefrom natural persons as defined in Rule 501(a)(5)-(6) whether directly or through a personal trust and (iii) purchases by such purchasers shall have been solicited and/or initiated by the FoundationAgent; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.00% of the aggregate purchase price of the Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00060,000 (which may be increased to $75,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $150,000, incurred prior to terminationfor a total maximum of $210,000 ($225,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 40,000 for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1September 19, 2021 2023 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to an additional $10,000. In addition, in accordance with the provisions of Section 4 hereof, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Mid-Tier Company, the Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $40,000 (the “Management Fee”), all of which has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to any (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) director, officer or employee of the Company or the Bank or members of their immediate families (families, which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) ; the FoundationService Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 and for its attorney’s fees and expenses up to $85,000, for a total maximum of $95,000, subject to increase to $110,000 in the event a Syndicated Community Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 20,000 for certain records management agent services set forth in the letter dated April 1June 22, 2021 2020 between the Agent Agent, and the Mid-Tier Company, the Bank and the MHC (the “Records Management Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by $5,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00010,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, Xxxxxx PC, at [10:00 a.m.], Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one and a half percent (1.50%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust); (b) as compensation for its marketing agent services in the Community Offering, a fee of two and a half percent (iii2.50%) of the Foundationaggregate purchase price of the Securities sold in the Community Offering, excluding in each case shares purchased by any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust); and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000100,000, subject to increase to $115,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the amount of $25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable hereunder. In the event that the advance payment exceeds the amount due in payment of reimbursement of expenses hereunder, the excess shall be refunded to the Bank.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings (it being understood that the Company and the Bank shall be solely responsible for the contents of such materials); and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any SecuritiesDealer. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 50,000 for certain records management agent services set forth in the letter dated April 1March 28, 2021 2018 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,00035,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and Offering and, if held, the Community Offering; and , (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, the Mid-Tier Company, the MHC, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated OfferingOffering or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit A to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case (i) shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) shares purchased by any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust), and (iii) shares contributed to the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, Offering an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of all Securities sold in the Syndicated Offering, of which not less than 65% shall be paid to Sandler X’Xxxxx with the remainder to be paid to the Co-managers in such proportion as the Company may determine; and (c) In the event a Public Offering is held, the Agent, acting as Representative, will purchase the shares of Common Stock sold in the Public Offering at a discount of 5% from the aggregate purchase price of the Securities sold to the Representative in the Public Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent for all of its reasonable legal fees and expenses, up to $250,000, incurred prior to termination in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to terminationhereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $25,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee equal to the greater of 1.35% (i) $250,000 and (ii) one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildren) whether directly or through a personal trust and (iii) children; the FoundationService Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00015,000 (which may be increased to $30,000 in the event of a resolicitation of subscribers in the Subscription and Community Offering) and for its attorney’s fees and expenses up to $100,000, incurred prior to terminationfor a total maximum of $115,000 ($130,000 in the event of a resolicitation of subscribers in the Subscription and Community Offering). In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000, $10,000 of which has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1January 6, 2021 2022 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00020,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Bank hereby appoints Xxxxx Xxxxxxx (i) appoint Gxxxxxx Financial Group, LLC as its exclusive marketing agent Agent to, on a best efforts basis, solicit prospective investors to consult with and advise the Company, and to assist purchase Shares from the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and Public Offer, but the Community Offering; and (ii) Agent shall not, except as sole book-running manager otherwise provided in connection with this Agreement, have any liability to the solicitation of purchase orders for the Securities Company in the Syndicated Offering, if applicableevent any such purchase is not consummated for any reason. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide such services to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this AgreementCompany; provided, however, that the Agent shall not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services Under no circumstances will the Agent or any of its affiliates be obligated to be rendered pursuant to this appointment include the following: (i) consulting as to the marketing implications of underwrite or purchase any aspect of the PlanShares for its own account or otherwise provide any financing. The Agent shall act solely as the Company’s agent and not as a principal. The Agent shall not have any authority to bind the Company with respect to any prospective offer to purchase Shares, including and the percentage Company shall have the sole right to accept offers to purchase Shares and may reject any such offer, in whole or in part. In the Public Offer, the Agent shall have the right, in its discretion reasonably exercised, with consent of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon to reject any offer to purchase the AppraiserShares received by it, in whole or in part, and any such rejection shall not be deemed a breach of this Agreement. The parties acknowledge and agree that the Agent’s appraisal services shall not encompass any direct or indirect solicitation of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers shareholders in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the OfferingsRights Offering. The appointment Company agrees to issue the Securities sold in the Rights Offering in book entry form and to deliver confirmation of such issuance of such Securities at the Rights Offering Closing Time (as defined below) against payment therefore by release of funds from the Subscription Agent hereunder if the Company receives aggregate subscriptions for at least Two Million Six Hundred Thousand Dollars ($2,600,000.00) in the Offering (the “Rights Offering Closing”). In addition, the Public Offer shall terminate upon expire at the earlier to occur of 5:00 p.m. Eastern Time, seven (i) forty-five (457) days after the last day expiration of the Subscription Offering andRights Offering, if heldwhich may, at the Company’s option, be extended for additional periods totaling not more than an additional sixty (60) days (i.e., for a total of sixty-seven (67) days after the expiration of the Rights Offering), the Community date on which the Company shall have accepted subscriptions for all Securities remaining for purchase after the Rights Offering, unless or such earlier date as the Company and the Agent may agree in writing to extend such period and any applicable regulator, if required, agrees to extend upon (the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected DealersPublic Offer Expiration”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering). The Agent parties agree that no investor funds from the Rights Offering will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement Public Offer Closing, as hereinafter defined. At the closing of the Subscription OfferingPublic Offer (the “Public Offer Closing”), with provision for refund the Company shall issue the Securities to the purchasers as set forth abovein book entry form and the Escrow Agent shall transfer the funds that have been delivered by each purchaser, or for delivery by wire transfer of immediately available funds to an account designated by the Company, an amount in cash equal to the Company if all purchase price with respect to the Securities are sold. If at least to be purchased in accordance with the total minimum amount of Securities, as set forth on the cover page procedures of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to aboveDepository Trust Company. The closing Rights Offering Closing and the Public Offer Closing shall be held simultaneously at the main offices of Xxxx Xxxxxxthe Company, PC6000 Xxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxx Xxxx, Xxxxxxxx at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership At the Public Offer Closing, the Company shall deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement, and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the Public Offer and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. The Securities shall be delivered directly issued in book entry form to the purchasers (or, in the case of the Public Offer, to an account designated by the purchaser) thereof in accordance with their directionsinstructions. Notwithstanding The date upon which the foregoingCompany shall release for delivery all of the Underlying Shares, statements reflecting book-entry ownership in accordance with the terms of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to Rights Offering, is herein called the “Rights Offering Closing Date.” The hour on the Closing Time Date at such office as which the Agent Company shall designate. release for delivery all of the Underlying Shares in accordance with the terms of the Rights Offering is called the “Rights Offering Closing Time.” The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereofof the Public Offer, is herein called the “Public Offer Closing TimeDate.” The hour on the Public Offer Closing Date at which the Company will pay any stock issue and transfer taxes that may be payable with respect to the sale shall release for delivery all of the SecuritiesSecurities in connection with the Public Offer and in accordance with the terms hereof is called the “Public Offer Closing Time” and, together with the Rights Offering Closing Time, the “Closing Times”. In addition to the reimbursement of the expenses specified in Section 4 hereof, as compensation for services rendered by the Agent will receivehereunder, the Company shall pay or cause to be paid to the Agent by wire transfer of immediately available funds to an account or accounts designated by the Agent: (ai) as compensation in consideration for its marketing agent the administrative services to be provided by the Agent in connection with the Subscription and Community OfferingsPublic Offer, a fee of 1.35% in an amount equal to $50,000, due and payable upon the commencement of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the FoundationPublic Offer; and (bii) with respect to any Securities sold in the Syndicated Offering, an aggregate a placement fee of 6.0in an amount equal 7% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated gross proceeds raised by the Agent in accordance connection with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the AgentPublic Offer; provided, however, that the Company shall reimburse Agent will not receive a placement fee with respect to (x) the Agent in accordance with the provisions sale of Section 4 hereof for all Securities to existing stockholders of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated pursuant to pay the other fees Rights Offering or (y) sales to individuals and expenses as contemplated by the provisions of Section 4 hereof entities identified on Schedule I in the event Public Offer, and the proceeds of any such terminationoffering or sales of Securities pursuant to clauses (x) and (y) shall not be considered in calculating the placement fee. In addition, the Agent will receive a Such placement fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent is due and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at upon the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company and the Bank, on the one hand, and the Agent, on the other, relating to a firm commitment underwriting of the Securities or any other securities of the Company. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this Section 2), all of which Management Fee has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee equal to ninety-five hundredths of 1.35% one percent (0.95%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children siblings and grandchildrenchildren; (c) as compensation for its marketing agent services in the Community Offering, a fee equal to one and a half percent (1.50%) of the aggregate purchase price of the Securities sold in the Community Offering, excluding Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust trust), which term shall mean parents, spouse, siblings and children; provided, however, that the 1.50% fee shall be five percent (5.00%) with respect to Securities sold in the Community Offering to each purchaser who: (i) is an “accredited investor” as set forth in 12 CFR 230.501, excluding natural persons as defined in 12 CFR 230.501(a)(5)-(6), and (iiiii) was solicited and/or initiated by the FoundationAgent; and (bd) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.00%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If requested by the Company, the Agent shall provide information which evidences the satisfaction of the conditions for the payment of the 5.00% fee set forth in sub-section (c) immediately above. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00060,000 (which may be increased to $75,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings) and for its attorney’s fees and expenses up to $100,000, incurred prior for a total maximum of $160,000 ($175,000 in the event of a resolicitation of subscribers in the Subscription and Community Offerings); provided, however, that the Agent shall document such expenses to terminationthe reasonable satisfaction of the Company and the Bank. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000, $15,000 of which has been paid prior to the date hereof, for certain records management agent services rendered as Stock Information Center Manager as set forth in the letter dated April 1October 25, 2021 2023 between the Agent and the Bank and (the “Stock Information Center Manager Engagement”); provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by up to $10,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000; provided, however, that the Agent shall document such expenses to the reasonable satisfaction of the Company and the Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and Offering (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable and (iii) as the managing underwriter in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such its appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon on the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s Bank and the Bank’s Company management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the Federal Reserve Board agrees to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms and conditions set forth in a master selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit C to this Agreement or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit A hereto. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as (i) sole book-running manager of any the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in the Subscription and Community Offering in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx XxxxxxElias, PCMatz, Txxxxxx & Hxxxxxx L.L.P., at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.with

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx BSP (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx BSP accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , (vi) assisting the Company’s and the Bank’s management in drafting press releases as required or appropriate in connection with the Offerings and (vivii) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx BSP will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the “Management Fee”), all of which has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) trust); the FoundationService Fee due hereunder shall be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Reorganization is terminated by the Company, no fee fee, other than the Management Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 and for its attorney’s fees and expenses up to $85,000, for a total maximum of $95,000, subject to increase to $110,000 in the aggregate in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the OCC agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxxx Xxxx Xxxxxx, PCXxxxxxxx Xxxxxxx LLP, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A management fee of $25,000 (the “Management Fee”), all of which has been paid prior to the date hereof and which will be credited against the Service Fee (as defined below); (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one a quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fees”), excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (families, which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 and for its attorney’s fees and expenses up to $125,000, for a total maximum of $135,000, subject to increase to an aggregate of $150,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 20,000 for certain records management agent services set forth in the letter dated April 1March 4, 2021 between the Agent and the Bank and Bank; provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by, but shall not exceed, $5,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to a maximum of $25,00015,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Bank hereby appoints Xxxxx Xxxxxxx (i) appoint Sandler X’Xxxxx & Partners, L.P. as its exclusive marketing agent Agent to consult with and advise the CompanyCompany and the Bank regarding the structure of the Offering, including the Public Reoffer, as well as to identify Standby Purchasers and to assist the Company and the Bank in negotiating Standby Purchase Agreements with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicableStandby Purchasers. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (i) consulting as to assisting management in structuring the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the OfferingsOffering; (ii) reviewing with advising the Company and the Bank on the financial and market impact of the proposed Offering; (iii) advising and assisting management in making presentations to the Company’s and the Bank’s Board of Directors regarding the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common StockOffering; (iiiiv) assisting the Company and the Bank in establishing an appropriate price for the Shares to be issued in the Offering; (v) reviewing all offering documents, including the Prospectus, stock order forms prospectus and related offering materials (it being understood that preparation and filing of such documents is will be the sole responsibility of the MHC, the Company, the Bank and their counsel); (ivvi) if requested by the Company and the Bank, identifying prospective Standby Purchasers in the Offering and assisting in the design and implementation negotiation of a marketing strategy for the OfferingsStandby Purchase Agreements with such Standby Purchasers; (vvii) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (viviii) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of Offering; and (iix) forty-five (45) days after the last day of the Subscription Offering andoffering, if held, the Community Offering, unless as agent for the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis basis, the Securities to prospective investors in a Syndicated Offeringthe Public Reoffer. Xxxxx Xxxxxxx will serve as sole book-running manager The parties acknowledge and agree that the Agent’s services shall not encompass any direct or indirect solicitation of any Syndicated shareholders in connection with the Rights Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release deliver the certificates, or other evidence, for delivery statements reflecting book entry ownership of such Securities at the applicable Closing Time Times (as defined below) against payment therefor therefore by release of funds from the special interest-bearing accounts referred to aboveEscrow Agent (the “Initial Closing”). In addition, the Public Reoffer shall expire at the earlier of 5:00 p.m. Eastern Time, on [__], 2010 or the date on which the Company shall have accepted subscriptions for all Securities remaining for purchase as reflected in the Prospectus Supplement (the “Reoffer Closing”),. The closing parties agree that the Public Reoffer shall be closed on a delivery versus payment basis through the facilities of the Depository Trust Company and that no investor funds from the Public Reoffer will be received prior to the Reoffer Closing. . At the Reoffer Closing, the Company shall deliver to the purchasers through the Depository Trust Company the Securities and each purchaser shall deliver to the Company, by wire transfer of immediately available funds to an account designated by the Company, an amount in cash equal to the purchase price with respect to the Securities to be purchased in accordance with the procedures of the Depository Trust Company. The Initial Closing and any Reoffer Closing shall be held at the offices of Xxxx Xxxxxx, PCHalter & Xxxxxxxx LLP in Cleveland, OH at 10:00 a.m., Eastern Time, on or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership At the Initial Closing and at any Reoffer Closing, the Company shall deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement and the opinions required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the Offering and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or other evidence of the Securities shall be delivered directly to the purchasers (or, in the case of the Public Reoffer, to an account designated by the purchaser) thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designateinstructions. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Company shall release for delivery all of the Securities in accordance with the terms hereof is called the “Initial Closing Time.” The date upon which the Company will pay any stock issue and transfer taxes that may be payable with respect to the sale shall release for delivery all of the Securities, in accordance with the terms of the Public Reoffer, is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Company shall release for delivery all of the Securities in connection with the Public Reoffer and in accordance with the terms hereof is called the “Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”). In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receivereceive the following compensation for its services hereunder: (a) as compensation In consideration for its marketing agent the advisory services to be provided by the Agent, an advisory fee in an amount equal to $35,000, due and payable upon the Initial Closing; (b) A placement fee of 6.0% of the aggregate value of funds committed by Standby Purchasers in the Subscription and Community Offerings, a offer to Standby Purchasers; and (c) A placement fee of 1.357.0% of the aggregate purchase price of any Shares sold on a best efforts basis in the Securities Public Reoffer. Notwithstanding anything to the contrary herein, the minimum fee to be paid to the Agent hereunder shall not be less than $200,000, provided that Shares equal to an amount of at least $2,750,000 are sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof this Agreement or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof Sandler X’Xxxxx for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-out- of-pocket expenses incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent, upon receipt by the Company or the Bank of a written accounting therefor setting forth in connection therewith up to $25,000reasonable detail the expenses incurred by the Agent. All fees payable to the Agent hereunder shall be payable in immediately available funds at the applicable Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and , (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHCCompany, the Mid-Tier Company, the MHC and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated Offering or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundationtrust); and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of all Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx BSP (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx BSP accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , (vi) assisting the Company’s and the Bank’s management in drafting press releases as required or appropriate in connection with the Offerings and (vivii) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx BSP will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.Selected

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler O’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler O’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings (it being understood that the Company and the Bank shall be solely responsible for the contents of such materials); and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler O’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any SecuritiesDealer. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 50,000 for certain records management agent services set forth in the letter dated April 1January 10, 2021 2019 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,00035,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; and , (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable, and (iii) as the sole book-running manager in the Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or and other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (ia) forty-five (45) days after the last day of the Subscription Offering and, if held, the and Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (iib) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iiic) the completion of the Syndicated Offering or Public Offering, if as applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the and Community Offering, at the request of the Company and the Bank, the Agent will either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering, subject to the terms and conditions set forth in a master selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit A to this Agreement or (ii) enter into an underwriting agreement with the Company, the Mid-Tier Company, the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B to this Agreement. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer Dealer, to enter into the Underwriting Agreement or to take or purchase any SecuritiesSecurities except pursuant to the Underwriting Agreement. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure PackageProspectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Mid-Tier Company, the MHC and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery statements reflecting book entry ownership of certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PCXxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP, at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements reflecting book-entry ownership of The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offeringsservices, a fee of 1.35% one percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company, the Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company Company, the Mid-Tier Company, or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundationtrust); and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five percent (5.0%) of the aggregate purchase price of all Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000125,000, incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Mutual Holding Company, the Company and Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Mutual Holding Company’s, Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees the OCFR and FRB agree to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best best-efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Mutual Holding Company, Company and the Bank as set forth in Sections SECTION 4, SECTION 6(a) and SECTION 7 hereof and the obligations of the Agent as provided in Sections SECTION 6(b) and SECTION 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount number of the Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book book-entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section SECTION 4 hereof, the Agent will receive:receive for services hereunder (except for services rendered as Records Agent and Stock Information Center Manager): (a) a management fee of $30,000 (the “Management Fee”) (which shall be credited against the fees and expenses payable to the Agent set forth in this SECTION 2), all of which Management Fee has been paid prior to the date hereof and payment in respect of the Management Fee had been earned in full when due; provided, in the event that the Management Fee exceeds the aggregate amount due in payment of all fees and reimbursement of expenses, Performance Trust will promptly refund such excess amount to the Company; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.350.95% of the aggregate purchase price of the Securities shares of common stock sold in the Subscription Offering and 1.50% of the aggregate purchase price of any shares of common stock sold in a Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Mutual Holding Company, Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Mutual Holding Company, Company or Bank, and (iii) any director, trustee, corporator, officer or employee of the Mutual Holding Company, Company or the Bank (“Insiders”) or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, siblings and children and grandchildren) whether directly or through a personal trust and (iii) of Insiders who live in the Foundationsame house as the Insiders; the Service Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.05.00% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section SECTION 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section SECTION 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000expenses, incurred prior to terminationincluding its attorney’s fees and expenses. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section SECTION 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 40,000, $20,000 of which is payable upon the mailing of materials to prospective subscribers in connection with the Offerings, for certain records management agent services rendered as Records Agent and Stock Information Center Manager as set forth in the letter dated April 1October 5, 2021 2022 between the Agent and the Bank (the “Records Agent and shall Stock Information Center Manager Engagement”) provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, a material delay, required resolicitation of the Offerings or other similar events, such fee may be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith increased by up to $25,00010,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx PSC (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Community Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx PSC accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Community Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting advising as to the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the CompanyOfferings, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Primary Parties and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for discussions or meetings with potential investors and/or other broker-dealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Community Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Community Offering. Xxxxx Xxxxxxx PSC will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Securities among the Selected DealersDealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected DealersDealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer to enter into an underwriting agreement or to take or purchase any SecuritiesSecurities except pursuant to the underwriting agreement. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Primary Parties and PSC relating to a firm commitment underwriting of the Securities or any securities of the Company. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community Offerings, a fee of 1.35% of the aggregate purchase price of the all Securities sold in the Subscription Offering and 3.0% of the aggregate purchase price of all Securities sold in the Community Offering, excluding in each case shares Securities purchased by or contributed to on behalf of (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) ), whether directly or through a personal trust and (iii) shares issued to the Foundation; and, as to which no fee shall be payable. (b) with respect to any Securities sold in the Syndicated Community Offering, an aggregate fee of 6.05.0% of the aggregate purchase price of Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses expenses, up to $90,000, incurred prior to termination125,000. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 85,000, and will be reimbursed for reasonable expenses in an amount not to exceed $35,000, for certain records management agent services set forth in the letter letters dated April 1March 20, 2021 between 2023 by and among the Agent Agent, the Mid-Tier, the MHC and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000Bank. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Performance Trust (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Performance Trust accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank Mid-Tier Company, the Bank, the MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Performance Trust will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company Company, the Bank and the Bank MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $40,000 (the “Management Fee”), all of which has been paid prior to the date hereof; (b) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering (the “Service Fee”), excluding in each case shares purchased by or contributed to any (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Company or the Bank, and (iii) director, officer or employee of the Company or the Bank or members of their immediate families (families, which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) ; the FoundationService Fee due hereunder will be reduced by the Management Fee; and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,00010,000 and for its attorney’s fees and expenses up to $85,000, for a total maximum of $95,000, subject to increase to $110,000 in the event a Syndicated Community Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 20,000 for certain records management agent services set forth in the letter dated April 1June 22, 2021 2020 between the Agent Agent, and the Mid-Tier Company, the Bank and the MHC; provided, however, in the event of any unusual or additional items or duplication of services required as a result of a material change in applicable regulations or the Plan, or a material delay or other similar events, such fee can be increased by $5,000. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00010,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Pxxxx Xxxxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Pxxxx Xxxxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings; , and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Pxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.351.4% of the aggregate purchase price of the Securities sold in the Subscription Offering and all Securities sold in the Commonwealth of Pennsylvania in the Community Offering, subject to a minimum fee of $225,000, plus (b) 3.0% of the aggregate purchase price of all Securities sold outside of the Commonwealth of Pennsylvania in the Community Offering, excluding in each case shares Securities purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust), which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation; and (b) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Offering is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000100,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 30,000 for certain records management agent services set forth in the letter dated April 1February 16, 2021 between the Agent and the Bank and Bank, of which $10,000 has already been paid. In addition, the Agent shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith with its records management agent services up to $25,00030,000 and additional expense related to COVID-19 which will not exceed $10,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx Sandler X’Xxxxx (i) as its exclusive marketing agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for the Securities, in the Subscription Offering and the Community Offering; Offering and (ii) as sole book-running manager in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered pursuant to this appointment include the following: (i) consulting as to the financial and securities marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the Offerings; (ii) reviewing with the Board of Directors the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the MHC, the Company, the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offerings, including assistance in preparing presentation materials for such meetings; and (vi) providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (i) forty-five (45) days after the last day of the Subscription Offering and, if held, the Community Offering, unless the Company and the Agent agree in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bank, the Agent will seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, Dealers in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Securities stock to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the total minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Securities the full amount that it may have received from them, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities or statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx, Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. Statements The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates or statements reflecting book-entry ownership of Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the “Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Securities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) as compensation for its marketing agent services in the Subscription and Community OfferingsOffering, a fee of 1.35% one and a half percent (1.50%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust trust); (b) as compensation for its marketing agent services in the Community Offering, a fee of two and a half percent (iii2.50%) of the Foundationaggregate purchase price of the Securities sold in the Community Offering, excluding in each case shares purchased by any director, officer or employee of the Company or the Bank or members of their immediate families (whether directly or through a personal trust); and (bc) with respect to any Securities sold in the Syndicated Offering, an aggregate fee of 6.0% five and a half percent (5.50%) of the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are Conversion is terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000100,000, subject to increase to $115,000 in the event a Syndicated Offering is conducted, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the amount of $25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable hereunder. In the event that the advance payment exceeds the amount due in payment of reimbursement of expenses hereunder, the excess shall be refunded to the Bank.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Xxxxx Xxxxxxx (i) Group, LLC as its exclusive Agent to act its financial and marketing agent to advisor and consult with and advise the CompanyCompany and the Bank regarding the structure and execution of the Rights Offering, and to assist act as the Company with the solicitation of subscriptions Company’s financial advisor and purchase orders for the Securities, in the Subscription and the Community Offering; and (ii) as sole book-running manager sales agent in connection with the solicitation of purchase orders for the Securities in the Syndicated Offering, if applicablePublic Reoffer. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Xxxxx Xxxxxxx the Agent accepts such appointment and agrees to use its best efforts provide services to assist the Company with as to the solicitation of subscriptions and purchase orders for Securities in the Subscription and Community Offering and in any Syndicated Offering in accordance with this Agreementmatters described below; provided, however, that the Agent shall will not be obligated to sell any minimum number of Securities to any particular category of purchaser or in the aggregate or take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by the Agent pursuant to this appointment include the following: (ia) consulting as providing financial advisory and marketing advice and assistance to management in connection with the marketing implications of any aspect of the Plan, including the percentage of Common Stock to be offered in the OfferingsRights Offering; (iib) reviewing with the Company, the financial and market impact of the proposed Offering; (c) advising and assisting management in making presentations to the Company’s Board of Directors regarding the financial impact of the Offerings on the Company, based upon the Appraiser’s appraisal of the Common StockOffering; (iiid) reviewing all offering documents, including the Prospectus, stock order forms Prospectus and related offering materials (it being understood that preparation and filing of such documents is will be the sole responsibility of the MHC, the Company, the Bank Company and their its counsel); (ive) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Company’s and the Bank’s management in scheduling and preparing for meetings with existing shareholders and other potential investors and/or other broker-dealers in connection with the OfferingsOffering; and (vif) providing such other general advice and assistance as may be reasonably necessary requested to promote the successful completion of the Offerings. The appointment of Offering; (g) if necessary, assisting the Agent hereunder shall terminate upon Company with identifying and/or communicating with prospective investors that are or may be interested in participating in the earlier Public Reoffer; (h) providing financial advisory advice and assistance and acting as the sales agent for the Company on a best efforts (and not a firm underwritten) basis in connection with, the Securities to occur of prospective investors in the Public Reoffer; (i) forty-five providing information to potential investors relating to the Public Reoffer; (45j) days after following up with potential investors regarding an investment in the last day Company; and (k) assisting the Company in securing commitments and obtaining from any such investors any documentation and payments as may be required by the Company in the Public Reoffer. Xxxxx represents and warrants to the Company that (1) it is registered as a broker/dealer pursuant to Section 15(b) of the Subscription Offering andExchange Act and under the securities laws of the states in which the Shares will be offered or sold in the Public Reoffer pursuant to this Agreement and is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”), if heldand (2) that the personnel of Xxxxx providing sales agent services in connection with the Public Reoffer pursuant to this Agreement, to the extent required, are or will be licensed or registered, as applicable, to effect offers and sales of the Shares in the Public Reoffer under the federal securities laws and in each of the jurisdictions, as applicable, in which each respective person is required to be registered to make offers and/or sales of Shares in the Public Reoffer. To the extent required, Xxxxx agrees to maintain, through the term of this Agreement, the Community Offeringaforementioned registrations and memberships, unless as applicable. Upon request by the Company, and for the jurisdictions specified by the Company, Xxxxx will provide to the Company the name, address, telephone number and any relevant licensing/registration information (or if licensing/registration is not required for a particular jurisdiction, information concerning the relevant exemption or exclusion from the registration/licensing requirements upon which Xxxxx is relying) for its personnel who have effected or will effect offers and sales of the Securities in the Public Reoffer in such jurisdictions. Xxxxx, in fulfilling its obligations hereunder, may engage brokers, dealers, or other third parties to solicit or refer potential investors to Xxxxx. Xxxxx may enter into agreements with, and pay fees to, such third parties as it deems appropriate in connection with such activities, and notwithstanding anything to the contrary herein, the Agent may, in its sole discretion, establish a concession to be paid for Shares sold to other investors arranged by the Agent or selected FINRA member broker-dealers (the “Selling Group”) and the Company shall have no further fee obligation associated with these sales. The Company understands that Xxxxx does not, and cannot, guarantee that the Offering will be consummated. Xxxxx is acting on a “best efforts” basis and shall not in any way be obligated or committed, directly or indirectly, to advance its own funds to purchase any Securities or to purchase or to assure the purchase of any Securities. The Company shall have the sole right to accept or reject subscriptions for Shares in the Public Reoffer. The Company and the Agent agree that the Agent is an independent contractor with respect to its participation in writing to extend such period and any applicable regulator, if required, agrees to extend the period of time in which the Securities may be sold, (ii) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (iii) the completion of the Syndicated Offering, if applicable. If any of the Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the Company and the Bankperformance of its duties hereunder. In rendering the services contemplated by the Agreement, the Agent will seek not be subject to form a syndicate of registered brokers or dealers (“Selected Dealers”) any liability to assist in the solicitation of purchase orders of such Securities on a best efforts basis in a Syndicated Offering. Xxxxx Xxxxxxx will serve as sole book-running manager of any Syndicated Offering. The Agent will endeavor to distribute the Securities among the Selected Dealers, in a fashion that best meets the distribution objectives of the Company and the Bank and the requirements or any of the Plan, which may result in limiting the allocation of Securities to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. In the event the Company is unable to sell at least the minimum amount of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed its affiliates for any of the Securities the full amount that it may have received from themact or omissions in performing its obligations, together with interest as provided in the Prospectus and the General Disclosure Package, and no party to this Agreement shall have any obligation except to the others hereunder, except for the obligations of the Company and the Bank as extent set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereofSection 6. Appropriate arrangements for promptly placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank until all Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold. If at least the total minimum amount of Securities, as set forth on the cover page of the Prospectus, are sold, the The Company agrees to issue at the closing of the Rights Offering, or have issued as soon as practicable thereafter, the Securities sold in the Rights Offering and to release deliver the certificates, or other evidence, for delivery statements reflecting book entry ownership of such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred Subscription Agent (the “Initial Closing”). In addition, the Public Reoffer will expire at the earlier of 5:00 p.m. New York Time on the tenth trading day following the Initial Closing (unless extended by the Company for up to abovean additional ten trading days) or the date on which the Company has accepted subscriptions for all Securities remaining for purchase after completion of the Rights Offering (the “Reoffer Closing”). The closing parties agree that the Public Reoffer will be closed on a delivery versus payment basis through the facilities of the Registrar and Transfer Company and that all investor funds from the Public Reoffer received prior to the Reoffer Closing will be held in an escrow account established by, and for the benefit of, the Company. Prior to the Reoffer Closing, each purchaser will deliver to the escrow agent for the Company, by check or wire transfer of immediately available funds, an amount in cash equal to the purchase price with respect to the Securities to be purchased in accordance with the procedures of the Company and its escrow agent. At the Reoffer Closing, the escrow agent will deliver to the Company the escrowed funds delivered to it for the purchase of such Securities and as soon as practicable thereafter, the Company will deliver to the purchasers the Securities sold in the Public Reoffer; provided, however, that in the event that the Public Reoffer is cancelled or terminated for any reason, the Company shall promptly instruct the escrow agent to return the cash purchase price for the Securities to the purchasers thereof and those purchasers obligations to purchase the Securities in connection with the Public Reoffer will be null and void. The Initial Closing and any Reoffer Closing will be held at the offices of Xxxx Xxxxxx, PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to as may be agreed upon by the parties hereto. Statements reflecting book-At the Reoffer Closing, the Company will deliver to the Agent by wire transfer in immediately available funds the commissions, fees and expenses owing to the Agent as set forth in this Agreement and the opinions required hereby, and other documents deemed reasonably necessary by the Agent will be executed and delivered to effect the Offering and the issuance of the Securities as contemplated hereby and pursuant to the terms of the Prospectus. The Company will notify the Agent by telephone, confirmed in writing, when funds have been received for all the Securities. Certificates, statements evidencing issuance of shares in book entry ownership form, or other evidence of the Securities shall will be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designateinstructions. The hour and date upon which the Company shall release for delivery all of the SecuritiesInitial Closing occurs, in accordance with the terms hereof, is herein called the “Initial Closing Date.” The hour on the Closing Date at which the Initial Closing occurs in accordance with the terms hereof is called the “Initial Closing Time.” The Company will pay any stock issue and transfer taxes that may be payable date upon which the Reoffer Closing occurs is herein called the “Reoffer Closing Date.” The hour on the Reoffer Closing Date at which the Reoffer Closing occurs in accordance with respect to the sale of terms hereof is called the Securities“Reoffer Closing Time” and, together with the Initial Closing Time, the “Closing Times”). In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent has or will receivereceive the following compensation for its services hereunder: (ai) as compensation In consideration for its the advisory, marketing agent and administrative services to be provided by the Agent in connection with the Subscription and Community OfferingsRights Offering, a non-refundable advisory fee of 1.35% in an amount equal to $100,000, which has been paid as of the aggregate purchase price of date hereof (the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or contributed to (i) any employee benefit plan or trust of the Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, spouse, children and grandchildren) whether directly or through a personal trust and (iii) the Foundation“Advisory Fee”); and (ii) In consideration for the financial advisory and sales agent services to be provided by the Agent in connection with the Public Reoffer, a non-refundable placement fee (the “Placement Fee”) equal to six percent (6.0%) of the total gross proceeds paid to and received by the Company, representing subscriptions accepted by the Company from investors in connection with the Public Reoffer. For the avoidance of doubt, the Placement Fee shall not be payable (a) for Securities purchased as result of the exercise of any Basic Subscription Privilege or Oversubscription Privilege by a Record Date Holder in the Rights Offering, or (b) with respect if the Securities are not purchased pursuant to any the terms of this Agreement (unless the Securities sold are purchased as a result of a transaction that occurs in lieu of the terms of the Public Reoffer, but as a result of the direct or indirect efforts of the Agent or related persons). Nothing in the Syndicated Offering, an aggregate fee foregoing shall preclude the reimbursement by the Company of 6.0% of any out-of-pocket accountable expenses actually incurred by the aggregate purchase price of Securities sold in the Syndicated Offering. If this Agreement is terminated by Agent or a person associated with the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings are terminated by the Company, no fee shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. In addition, the Agent will receive a fee of $25,000 for certain records management agent services set forth in the letter dated April 1, 2021 between the Agent and the Bank and shall be reimbursed for its reasonable out-of-pocket expenses incurred in connection therewith up to $25,000this Agreement. All fees payable to the Agent hereunder shall be (including funds for the reimbursement of expenses as set forth in Section 4) are payable in immediately available funds at the applicable Closing Time, or upon the termination of this Agreement, as the case may be.