Common use of APPOINTMENT OF SANDLER X’XXXXX; SALE AND DELIVERY OF THE SECURITIES; CLOSING Clause in Contracts

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the 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, 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 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 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 Boards of Directors of the HarborOne Parties, the financial impact of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company, 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 in a Syndicated Offering, provided, however, that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx 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. The Company shall notify the Agent by telephone when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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.” In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the CompanyPartners Trust Parties, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards of Directors of the HarborOne Parties, Partners Trust Parties the financial impact and securities marketing implications of the Offering based upon the Appraiserindependent appraiser’s appraisal of the Common Stockcommon 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 Company and the Bank Partners Trust Parties and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting the Partners Trust Parties in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of both the Subscription and Community Offering, at the request of the CompanyPartners Trust Parties, 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”), substantially in the form set forth in Exhibit A to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Partners Trust Parties under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X’Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 5.5% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated OfferingDealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC and the Bank Partners Trust Parties 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Xxxxxxx Procter LLP Xxxxx & Xxxxxxx, L.L.P., at 10:00 [ ] a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 which may be payable with respect to the sale of the Securities, the issuance of the Exchange Shares or the issuance of the Merger Shares. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% one percent (1.0%) of the aggregate purchase price Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust Employee Plans of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, employees and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement, (ii) any sponsoring dealer’s fees, and (iii) a management fee to Sandler X’Xxxxx will of one percent (1.0%). Any fees payable to Sandler X’Xxxxx for Securities sold by Sandler X’Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0an aggregate of 5.5% of the aggregate purchase price Purchase Price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to and other NASD member firms under such broker/dealerSelected Dealer’s Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent up to a maximum of $80,000 in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Company agrees to make an advance payment to the Agent in the amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the OfferingsOfferings or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank, the financial impact of the Offering Offerings 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Selected Dealers shall not exceed 6.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx & Aguggia 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 when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the CompanyMHC, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the MHC, the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a NASD member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time and other NASD member firms for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of seven percent (7.0%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the reorganization and stock issuance process, the Bank agrees to make an advance payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which has been previously paid. Such advance payment shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Company, the MHC and the Bank hereby appoints appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the Company, the MHC and the Bank and to assist the Company Company, the MHC and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company Company, the MHC and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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; (ii) reviewing with the Boards Board of Directors or the Board of Trustees, as the case may be, of the HarborOne PartiesCompany, the MHC and the Bank the financial impact of the Offering Offerings on the Company, the MHC and the Bank 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company Company, the MHC and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree FRB agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 5.5% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 direct registration statements 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 Xxxxxxx Procter LLP Xxxxx Lovells US 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Direct registration statements for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates direct registration statements for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their its respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company Company, the MHC or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren), and (iii) whether directly or through a personal trust;the Foundation Shares; and (b) With with respect to any Securities sold in the Syndicated Offering, Community Offering by Sandler X’Xxxxx will or any other FINRA member firm, the compensation payable to Selected Dealers and Sandler X’Xxxxx shall be paid a fee not limited to exceed 5.0% an aggregate of five and one half percent (5.5%) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts excluding shares purchased by (i) any employee benefit plan or trust of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; , the MHC or the Bank established for the benefit of its respective directors, officers and employees, (ii) any director, officer or employee of the Company, the MHC or the Bank or members of their immediate families, and (iii) the Foundation Shares. 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable documented out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. 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. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)30,000, which shall be credited against any fees or reimbursement of expenses payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time the excess shall be refunded to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s appraisal of the Common Stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank and Company management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit A to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-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 comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event shall the aggregate fees payable to Sandler X’Xxxxx be obligated to act as a and Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager Dealers shall not exceed 6.5% of any Syndicated Offeringthe aggregate Actual Purchase Price of the Securities sold by such Selected Dealers. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx & Aguggia 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization 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, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0of 1.0% of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at for Securities sold under any such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx agreement shall be transmitted limited to an aggregate of 6.5% of the purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerand other NASD member firms under the Selected Dealers’ Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses up to $75,000 incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the Mutual Holding Company and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) as necessary, assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offerings as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mutual Holding Company and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 6.5% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Mutual Holding 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxxxxxx 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank Company established for the benefit of their respective directors, officers and employees, ; (ii) any charitable foundation established by the Foundation established in connection with the Reorganization Company; and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a FINRA member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.0 %) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, the aggregate amount of such payments under (i), (ii) and (iii) to be limited to an amount competitive with gross underwriting discounts charged at such time for comparable amounts aggregate of stock six and one-half percent (6.5 %) of the purchase price of the Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealerand other FINRA member firms. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent up to a maximum of $100,000 in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the offering process, the Bank agreed to make an advance payment to the Agent in the amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy all of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe excess shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Company, the MHC, the Mid-Tier and the Bank hereby appoints appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the Company, the MHC, the Mid-Tier and the Bank and to assist the Company Company, the MHC, the Mid-Tier and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company Company, the MHC, the Mid-Tier and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC, the Mid-Tier and the Bank the financial impact of the Offering Offerings on the Company, the MHC, the Mid-Tier and the Bank 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company Company, the MHC, the Mid-Tier and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree FRB agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC, the Mid-Tier and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 5.25% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC MHC, the Mid-Tier 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 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 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 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 direct registration statements 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 Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Direct registration statements for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates direct registration statements for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren); and (iii) whether directly or through a personal trust;the Foundation shares; and (b) With with respect to any Securities sold in the Syndicated Offering, Community Offering by Sandler X’Xxxxx will or any other FINRA member firm, the compensation payable to Selected Dealers and Sandler X’Xxxxx shall be paid a fee not limited to exceed 5.0% an aggregate of five and one quarter percent (5.25%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable documented out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time the excess shall be refunded to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Association financial impact and securities marketing implications of the Offering 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 Company and the Bank Association and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Association in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Association, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Association to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Association, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank Association and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC and the Bank Association 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 placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank Association until all Securities are sold and paid for were made 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 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 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 Vedder, Price, Xxxxxxx Procter LLP & Kammholz, P.C., at 10:00 a.m., Eastern TimeCentral 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and thirty five one hundredths percent (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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank Association established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank Association or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of seven percent (7.00%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive In recognition of the long lead times involved in the conversion process, the Association has made a fee payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time hereunder and any unapplied portion thereof shall be returned by the Agent to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Association.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock the Securities in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock, particularly with regard to aspects of the appraisal involving the methodology employed; (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 are the sole responsibility solely of the Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in obtaining all requisite regulatory approvals; (vi) assisting Bank management in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the OfferingsConversion. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and the Division Superintendent and the FRB, if required, FDIC agree to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community OfferingOfferings, at the request of the Company, Company and the Bank Sandler X’Xxxxx X'Xxxxx will seek to form a syndicate of registered brokers or dealers (“the "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 dealer's agreement (the "Selected Dealer's Agreement"), substantially in the form set forth as Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealer's Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate fees payable to Sandler X'Xxxxx and any Selected Dealers in connection with any Syndicated Community Offering shall not exceed 7% of the aggregate Purchase Price (as defined in the Prospectus) of the Securities sold in the Syndicated Community Offering. Sandler X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank and the requirements of the Plan and applicable law, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 Minimum Total 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 of the Securities are sold. If at least the total minimum number Minimum Total 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 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 Xxxxxxx Procter LLP Silver, Xxxxxxxx & Taff, L.L.P., at 10:00 a.m., Eastern Timetime, 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 telephone, confirmed in writing, when funds shall have been received for all of the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% one and one-tenth percent (1.10%) of the aggregate purchase price Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community OfferingOfferings, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Companytrustee, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, executive officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren); and (ii) whether directly any employee benefit plan of the Company or through a personal trust;the Bank. (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealer's Agreement in the event of a Syndicated Community Offering, an additional fee to be negotiated by Sandler X’Xxxxx will X'Xxxxx with the Company to be paid a fee remitted to Selected Dealers consisting of (i) the fees payable to Selected Dealers under any Selected Dealer's Agreement and (ii) the fees payable to any Sponsoring Dealers (as defined in Exhibit A) under any Selected Dealer's Agreement; provided that the aggregate fees payable to Sandler X'Xxxxx and any Selected Dealers in connection with any Syndicated Community Offering shall not to exceed 5.0% seven percent (7%) of the aggregate purchase price Purchase Price of the Securities sold in the Syndicated Community Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 CompanyCompany or the Bank, no fee fees shall be payable by the Company or the Bank to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company and/or the Bank shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. 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. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy all of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock managing underwriter in the Syndicated Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering Offerings on the Company and the Bank 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (c) the completion of the Syndicated Public Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx will seek to form a syndicate of registered brokers or dealers may, in its sole discretion, enter into an underwriting agreement with the Company and the Bank (the “Selected DealersUnderwriting Agreement”) to assist in for the solicitation of purchase orders of such Securities on a best efforts basis Public Offering in a Syndicated form to be agreed upon by the parties. Sandler X’Xxxxx will serve as managing underwriter of the Public Offering, provided, however, . It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer enter into the Underwriting Agreement or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating except pursuant to the firm commitment underwriting of the Securities or any other securities of the CompanyUnderwriting Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 sold in the Subscription Offering and the Community Offering 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 Xxxxxxx Procter LLP Xxxxxxxxxx Xxxxxxxx, 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities sold in the Subscription Offering and the Community Offering shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% A fee of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;$270,000; and (b) With respect to any Securities sold by Sandler X’Xxxxx or any other FINRA member firm in the Syndicated Public Offering, Sandler X’Xxxxx will (i) the compensation payable to selected underwriters under the Underwriting Agreement and (ii) any sponsoring broker-dealers’ fees. Any fees payable for Securities sold under any such agreement shall be paid a fee not limited to exceed an aggregate of five percent (5.0% %) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx and other FINRA member firms pursuant to such broker/dealerthe Underwriting Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time the excess shall be refunded to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the OfferingsPlan; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank and Company management of the Company in scheduling and preparing for meetings with potential investors and broker-dealersdealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree Federal Reserve Board agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Extended Community Offering, at the request of the Company, 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 in a Syndicated Offering, provided, however, that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx 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. The Company shall notify the Agent by telephone when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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.” In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the in its solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock the Securities in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx X'Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the its solicitation of subscriptions and purchase orders for Securities 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 X'Xxxxx 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; or related corporate documents, (ii) reviewing with the Boards of Directors of the HarborOne Parties, the financial impact of the Offering 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 Company and the Bank and their counsel); (iviii) assisting in the design and implementation of a marketing strategy for the Offerings; (viv) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (viv) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank to Selected Dealers under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall not exceed 7% of the aggregate Purchase Price (as defined in no event shall Sandler X’Xxxxx be obligated to act as a the Prospectus) of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx 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 PlanPlan and applicable law, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a selected dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum Total Minimum of the Securities, as set forth disclosed on the cover page of the Prospectus, within the period periods herein provided, this Agreement shall terminate and the Company shall refund 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 number Total Minimum 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 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 Xxxxxxx Procter LLP Xxxxxxx, Xxxxxx and Xxxxxxxx, Washington, D.C., at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 are 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 the following compensation for its services hereunder: (a) 0.85: 2.0% of the aggregate purchase price Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription Offering and in the Community Offering. With respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, excluding the Company shall pay (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees, and (iii) a management fee to Sandler X'Xxxxx of 2.0%. Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be limited to an aggregate of 2.0% of the aggregate Purchase Price of such Securities. Notwithstanding the foregoing, no fee shall be payable with respect to any Securities sold in each case shares purchased by or on behalf of the Subscription and Community Offering to (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, or employees or (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members any member of their such person's immediate families family (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering). From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or if the Offerings are Conversion and Reorganization is terminated by the CompanyCompany or the Bank, no fee shall be payable by the Company or the Bank to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company Sandler X'Xxxxx shall reimburse the Agent for all be entitled to reimbursement of its reasonable out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid, and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 OfferingsReorganization or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent 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 Company 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, the MHC and the Bank in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-broker- dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and subject to Sandler X'Xxxxx'x continued satisfaction of the following conditions (i) Sandler X'Xxxxx'x satisfaction with its investigation of the Bank's business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler X'Xxxxx and its counsel, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler X'Xxxxx'x counsel, (iv) agreement that the price established by the independent appraiser is reasonable and (v) market conditions at the time of the proposed Syndicated Community Offering, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7.0% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx Xxxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Washington, D.C. offices of Xxxxxxx Procter LLP Xxxxxxxx & Wood, at 10:00 a.m.__:___ __.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% a fee of one and one-quarter percent (1.25%) of the aggregate purchase price Actual Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, employees and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company Company, the MHC or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust); (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of one and one-quarter percent (1.25%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of two and one-half percent (2.5%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees Securities; and (c) with respect to purchases affected with the assistance performance of the following services as conversion agent (i) consolidation of accounts and development of a broker/dealer other than central file, (ii) preparation of proxy, order and/or request Forms, (iii) organization and supervision of the conversion center, (iv) proxy solicitation and special meeting services and (v) subscription services, Sandler X’Xxxxx X'Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealerreceive a fee of $15,000. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 shall be payable by the Company to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the Reorganization process, the Bank has previously made an advance payment to the Agent in the amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) approval of the Companyproposed underwriting by Sandler X’Xxxxx’x commitment committee or such other authorization as may be required by its internal procedures, (iii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iv) the execution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Ober, Kaler, Xxxxxx & Xxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and a quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect In the event the Company and the Bank request the Agent to any Securities sold in undertake to form a syndicate of Selected Dealers to offer shares which remain available after the Syndicated Offeringexpiration of the Subscription and Community Offerings, Sandler X’Xxxxx will be paid (i) a management fee not to exceed 5.0of 1.25% of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this , (ii) the amount of fees payable to Selected Dealers (which could include the Agent), and (iii) the amount of any sponsoring dealer’s fees, if any; provided, however, that the aggregate fees for the Syndicated Community Offering (including the management fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist ) shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy all of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its exclusive Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s appraisal of the Common Stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank and Company management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit D to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event shall the aggregate fees payable to Sandler X’Xxxxx be obligated to act as a and Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager Dealers shall not exceed 6.5% of any Syndicated Offeringthe aggregate Actual Purchase Price of the Securities sold by such Selected Dealers. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 the following compensation for its services hereunder: (a) 0.85% One and one-half percent (1.5%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, in each case only if the Conversion is consummated, excluding in each case shares purchased by or on behalf of (i) purchased by any employee benefit stock ownership plan or trust other tax-qualified plans (except individual retirement accounts) of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) purchased by any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); provided, however, that the aggregate fee payable to the Agent shall not be less than $150,000. (b) With respect to any Securities sold by a FINRA member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement; and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0of 1.5% of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at for Securities sold under any such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx agreement shall be transmitted limited to an aggregate of 6.5% of the purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerand other FINRA member firms under the Selected Dealers’ Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses up to $100,000 (or $125,000 if there is a Syndicated Community Offering) incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the aggregate amount of $90,000 for certain 25,000, which shall be credited against any fees or reimbursement of expenses payable hereunder and any unearned portion thereof shall be refunded. In addition to the appointment described above, the Agent has been appointed as records management agent services in connection with the Offering, the terms of which are set forth in the letter agreement, dated June 30February 10, 20152010, between the Bank and Sandler X’Xxxxx the Agent (a copy of which is attached hereto as Exhibit 3A) (the “Records Agent Letter Agreement”), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx & Aguggia 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% one and one-quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) by any employee benefit plan or trust of the CompanyMHC, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization by, or on behalf of, a charitable foundation, and (iii) by any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one and one-quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of seven percent (7%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the reorganization process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy all of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter Lord, Bissell & Brook 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and one-quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, Company or the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families families, (which term shall mean parentsiii) by, grandparentsor on the behalf of, spouses, siblings, children and grandchildren) whether directly or through a personal trust;the Foundation; and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.0%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of seven percent (7.0%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank had made an advance payment to the Agent in the amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent Sandler X’Xxxxx 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 market implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsand any related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company the financial impact of the Offering Offerings on the Company based upon on the Appraiser’s independent 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 will be the sole responsibility of the Company and the Bank and their its counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings, including preparation of the marketing materials to be used in the Offerings; (v) as necessary, assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested reasonable or necessary to promote the successful completion of the Offerings. The appointment of the Agent Sandler X’Xxxxx hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent Sandler X’Xxxxx agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), provided, however, that substantially in no event shall Sandler X’Xxxxx be obligated the form set forth in Exhibit B to act as a Selected Dealer or to take or purchase any Securitiesthis Agreement. Sandler X’Xxxxx will serve as sole book-running manager of the Syndicated Community Offering and Xxxxxxxxx will serve as co-manager of the Syndicated Community Offering. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-Tier Company, the MHC and the Bank under any Syndicated Offeringsuch Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall the Agents be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 Agents as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank Bank, or at the Bank’s discretion with an independent insured depository institution, until all Securities are sold and paid for were made 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. Funds authorized for withdrawal from deposit accounts with the Bank to purchase Securities may remain in such deposit accounts. If at least the total minimum 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 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 Xxxxxxx Procter Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP in Washington, D.C., at 10:00 a.m., 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. The Company shall notify the Agent Agents by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent Agents for inspection at least 48 24 hours prior to the Closing Time at such office as the Agent Agents 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.” In addition The Company will pay any stock issue and transfer taxes that may be payable with respect to the reimbursement sale of the expenses specified in Section 4 hereof, the Agent Securities. The Agents will receive the following compensation for its services hereunder: (a) 0.85% Sandler X’Xxxxx will receive three-fourths of one percent (0.75%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, ; (ii) the Foundation established in connection with the Reorganization Foundation; and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a ), their personal trust;trusts and business entities controlled by them; and (b) With respect If any of the Securities remain unsubscribed after the Subscription and Community Offering, at the request of the Company, the Representative will form a group of approved broker-dealer firms for purposes of the Syndicated Offering on a best efforts basis. The Company shall pay a fee to the Agents equal to (i) the compensation payable to Selected Dealers under any Securities Selected Dealers’ Agreement of four and one quarter percent (4.25%) of the aggregate Actual Purchase Price of the shares of Common Stock sold in the Syndicated Offering, ; and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% and any co-managers of the Syndicated Offering of three-fourths of one percent (0.75%) of the aggregate purchase price Actual Purchase Price of the Securities shares of Common Stock sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the aggregate fees to be paid by the Company under a Selected Dealers’ Agreement shall reimburse not exceed 5.0% of the Agent for all aggregate Actual Purchase Price of its out-of-pocket expenses incurred prior to termination in accordance with the provisions shares sold under such agreements. For purposes of this Section 4 hereof. In addition2, the Company term “Actual Purchase Price” shall be obligated to pay mean the fees and expenses as contemplated by price at which the provisions of Section 4 hereof Securities are sold in the event of any such terminationOfferings. All fees payable to the Agent hereunder Agents under this Agreement shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a If this Agreement is terminated by the Representative in accordance with the provisions of Section 9(a) hereof or the Conversion is terminated by the Company, no fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The by the Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Agents.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx X'Xxxxx will seek to form a syndicate of registered brokers broker 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 1.5% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx Xxxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxxx, Xxxxxx & Xxxxxxxx, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 hours prior to the Closing Time at such office as the Agent shall designate. The 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 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and one half-percent (1.5%) of the aggregate purchase price Actual Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) by any foundation or charitable organization established by the Foundation established Bank in connection with the Reorganization Conversion, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by a NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealer's Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealers' fees; and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of one and one-half percent (1.5%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of one and one-half percent (1.5%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees Securities; and (c) with respect to purchases affected with the assistance performance of proxy solicitation services, conversion agent services and record management services for the Bank in the Conversion, Sandler X'Xxxxx shall receive a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealerfee of $15,000. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the registration process, the Bank agrees to make advance payments to the Agent for services related to paragraphs (a) and (b), above, in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon commencement of the Subscription Offering, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 OfferingsConversion or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx Xxxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxxx, Xxxxxx & Xxxxxxxx, LLP, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and one-half percent (1.5%) of the aggregate purchase price Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) by any charitable foundation formed by the Foundation established Bank or the Company in connection with the Reorganization Conversion, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of the aggregate purchase price of the Securities sold in the Syndicated Offeringone and one-half percent (1.5%). From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s appraisal of the Common Stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank and Company management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit A to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-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 comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event shall the aggregate fees payable to Sandler X’Xxxxx be obligated to act as a and Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager Dealers shall not exceed 6.5% of any Syndicated Offeringthe aggregate Actual Purchase Price of the Securities sold by such Selected Dealers. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx & Aguggia 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization 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, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0of 1.0% of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of 6.5% of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with and other NASD member firms under the Company; Selected Dealers’ Agreement. 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses up to $75,000 incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Bank's Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock; (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 Company Company, the Bank and the Bank MHC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company, the Bank and the MHC, Sandler X’Xxxxx 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. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Bank and the MHC under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall not exceed seven percent (7.0%) of the actual purchase price of the Securities sold by such Selected Dealers. Sandler X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the requirements of the Plan and applicable law, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager If any of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among remain available after the Selected Dealers expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for a publicly underwritten firm commitment offering (the "Public Offering"). The terms of the Public Offering will be set forth in a fashion that best meets the distribution objectives of the Company separate definitive purchase agreement in a form satisfactory to Sandler X'Xxxxx and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers"Purchase Agreement"). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx X'Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X'Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X'Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) approval of the Companyproposed underwriting by Sandler X'Xxxxx'x commitment committee or such other authorization as may be required by its internal procedures, (iii) market conditions, which, in the sole judgment of Sandler X'Xxxxx, shall be satisfactory, and (iv) the execution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 Bank 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 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 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 Xxxxxxx Procter LLP Xxxx Xxxxxx at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% Two percent (2.0%) of the aggregate purchase price Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (including Sandler X'Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer's fees, and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx referred to in paragraph (a) above. Any fees payable to Sandler X'Xxxxx and other NASD member firms in the Syndicated Community Offering for Securities sold by Sandler X'Xxxxx or such firms under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of seven percent (7%) of the aggregate actual purchase price of the Securities sold in the Syndicated Offeringsuch Securities. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 shall be payable by the Company to Sandler X’XxxxxX'Xxxxx; providedPROVIDED, howeverHOWEVER, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent, up to a maximum of $40,000 in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Bank the financial impact and securities marketing implications of the Offering based upon the Appraiserindependent appraiser’s appraisal of the Common Stockcommon stock; (iii) reviewing all offering documents, including the ProspectusProspectus and the General Disclosure Package, stock order forms and related offering materials (it being understood that preparation and filing filing, to the extent required, of such documents is the sole responsibility of the Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of both the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offering, selected dealers’ agreement (the “Selected Dealers’ Agreement”). Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X’Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 6.5% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler Xxxxxx X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Subscription and Community Offering and the Syndicated Community Offering, the Company and the Bank agree to offer Sandler X’Xxxxx the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx and containing customary representations, warranties, conditions, agreements and indemnities, which purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the “Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) approval of the Companyproposed underwriting by Sandler X’Xxxxx’x commitment committee or such other authorization as may be required by its internal procedures, (iii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iv) the execution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Xxxxxxx Procter LLP Xxxxxx, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) by any foundation or charitable organization established by the Foundation established Bank in connection with the Reorganization Conversion, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will of one percent (1.0%). Any fees payable to Sandler X’Xxxxx and other NASD members for Securities sold by Sandler X’Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of six and one-half percent (6.5%) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to and other NASD member firms under such broker/dealerSelected Dealer’s Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)50,000, which shall be credited against any fees or reimbursement of documented expenses actually incurred which are payable as set forth in hereunder. To the extent that the actual expenses incurred or fees due hereunder aggregate less than such letter agreement. The Company amount, Agent will reimburse Sandler X’Xxxxx, upon request made from time such excess amount to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering based upon 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division Department and the FRB, if required, FDIC agree to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as sole book-running manager of any Syndicated lead managing underwriter for the Public Offering. Sandler X’Xxxxx The terms of the Public Offering will endeavor to distribute the Securities among the Selected Dealers be set forth in a fashion that best meets the distribution objectives of the Company separate definitive purchase agreement in a form satisfactory to Sandler X'Xxxxx and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers"Purchase Agreement"). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx X'Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X'Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X'Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X'Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Elias, Matz, Xxxxxxx Procter LLP & Xxxxxxx, L.L.P., at 10:00 a.m., Eastern Timetime, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;families; and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. ("NASD") member firm (other than Sandler X'Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx agreement shall be transmitted limited to an aggregate of seven percent (7.00%) of the purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerX'Xxxxx and other NASD member firms. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Companyhereof, no fee shall be payable by the Company to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement30,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $30,000 of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time hereunder and any unapplied portions thereof shall be returned by the Agent to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing market implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank, the financial impact on the Company of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) if necessary, assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Selected Dealers shall not exceed 5.5% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% A fee of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;$150,000; and (b) With respect to any Securities sold by a NASD member firm in the Syndicated Community Offering, the compensation payable to Selected Dealers. The fees payable to Sandler X’Xxxxx will and other NASD member firms for Securities sold by them in the Syndicated Community Offering shall be paid a fee not limited to exceed 5.0% an aggregate of five and one-half percent (5.5%) of the aggregate purchase price dollar amount of the Securities sold in the Syndicated Offeringby them. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the reorganization offering process, the Bank agrees to make an advance payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of 25,000 which is attached hereto as Exhibit 3), which has been previously paid. Such advance payment shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket If the Agent's fees and expenses incurred in connection with its records management agent services do not to equal or exceed $50,000 as further set forth in such letter agreement25,000, any unused portion of the advance payment shall be returned to the Company.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock the Securities in the Subscription Offering and Subscription/Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Bank's Board of Directors of Trustees the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock, particularly with regard to aspects of the appraisal involving the methodology employed; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that the preparation and filing of such documents is are the sole responsibility of the Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Subscription/Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division Superintendent and the FRB, if required, FDIC agree to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Subscription/Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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 Offeringselected dealers' agreement (the "Selected Dealers' Agreement"), in substantially the form set forth as Exhibit A to this Agreement. The Agent will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable 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 7% of the aggregate Purchase Price (as defined in the Prospectus) of the Securities sold by such Selected Dealers. The Agent will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank and the requirements of the Plan and applicable law, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx the Agent be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 Total Minimum of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate terminate, and the Company shall refund to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Company and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided set forth in Sections 6(b) and 7 hereof. Appropriate arrangements for 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 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 number Total Minimum 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 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 Xxxxxxx Procter LLP Xxxxxxx, Xxxxxx & Xxxxxxxx, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 are herein called the “"Closing Time.” " The Company will pay any stock issue and transfer taxes 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 receive the following compensation for its services hereunder: (a) 0.85% one and three quarters percent (1.75%) of the aggregate purchase price Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription Offering and in the Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the sales commission payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of one and one-half percent (1.5%) of the aggregate purchase price Purchase Price of such Securities sold under such agreement. Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be limited to an aggregate of one and three-quarters percent (1.75%) of the Securities sold in the Syndicated Offeringaggregate Purchase Price of such Securities. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 CompanyCompany or the Bank, no fee fees shall be payable by the Company or the Bank to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company Bank shall reimburse the Agent Sandler X'Xxxxx for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in 50,000, $25,000 of which was paid upon execution of the letter agreementengagement letter, dated June July 30, 20151997, between and the Bank and Sandler X’Xxxxx (a copy remaining $25,000 of which is attached hereto as Exhibit 3)shall be payable upon commencement of the Subscription Offering, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementunder this Section.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent Sandler X’Xxxxx 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 market implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsand any related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company the financial impact of the Offering Offerings on the Company based upon on the Appraiser’s independent 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 will be the sole responsibility of the Company and the Bank and their its counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings, including preparation of the marketing materials to be used in the Offerings; (v) as necessary, assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested reasonable or necessary to promote the successful completion of the Offerings. The appointment of the Agent Sandler X’Xxxxx hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent Sandler X’Xxxxx agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), provided, however, that substantially in no event shall Sandler X’Xxxxx be obligated the form set forth in Exhibit B to act as a Selected Dealer or to take or purchase any Securitiesthis Agreement. Sandler X’Xxxxx will serve as sole book-running manager of the Syndicated Community Offering and Xxxxxxxxx will serve as co-manager of the Syndicated Community Offering. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-Tier Company, the MHC and the Bank under any Syndicated Offeringsuch Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall the Agents be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 Agents as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank Bank, or at the Bank’s discretion with an independent insured depository institution, until all Securities are sold and paid for were made 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. Funds authorized for withdrawal from deposit accounts with the Bank to purchase Securities may remain in such deposit accounts. If at least the total minimum 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 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 Xxxxxxx Procter Xxxxxxxxxx Xxxxxxxx & Xxxxxxxx LLP in Washington, D.C., at 10:00 a.m., 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. The Company shall notify the Agent Agents by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent Agents for inspection at least 48 24 hours prior to the Closing Time at such office as the Agent Agents 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.” In addition The Company will pay any stock issue and transfer taxes that may be payable with respect to the reimbursement sale of the expenses specified in Section 4 hereof, the Agent Securities. The Agents will receive the following compensation for its services hereunder: (a) 0.85% Sandler X’Xxxxx will receive three-fourths of one percent (0.75%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, ; (ii) the Foundation established in connection with the Reorganization Foundation; and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a ), their personal trust;trusts and business entities controlled by them(collectively, the “Franklin Associated Purchasers”); and (b) With respect If any of the Securities remain unsubscribed after the Subscription and Community Offering, at the request of the Company, the Representative will form a group of approved broker-dealer firms for purposes of the Syndicated Offering on a best efforts basis. Sandler X’Xxxxx will act as sole book running manager in the Syndicated Offering and be entitled to ____ (__%) participation in such offering. Xxxxxxxxx will act as a co-manger of the Syndicated Offering and will be entitled to ____ (__%) participation. The Company shall pay a fee to the Agents equal to (i) the compensation payable to Selected Dealers under any Securities Selected Dealers’ Agreement; and (ii) a management fee to Sandler X'Xxxxx and any co-managers of the Syndicated Offering of three-fourths of one percent (0.75%) of the aggregate Actual Purchase Price of the shares of Common Stock sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the aggregate fees to be paid by the Company under a Selected Dealers' Agreement shall reimburse not exceed 5.0% of the Agent for all aggregate Actual Purchase Price of its out-of-pocket expenses incurred prior to termination in accordance with the provisions shares sold under such agreements. For purposes of this Section 4 hereof. In addition2, the Company term “Actual Purchase Price” shall be obligated to pay mean the fees and expenses as contemplated by price at which the provisions of Section 4 hereof Securities are sold in the event of any such terminationOfferings. All fees payable to the Agent hereunder Agents under this Agreement shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a If this Agreement is terminated by the Representative in accordance with the provisions of Section 9(a) hereof or the Conversion is terminated by the Company, no fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The by the Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Agents.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 OfferingsReorganization or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the financial impact Board of Trustees of the Offering based upon Bank the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock, particularly with regard to aspects of the appraisal involving the methodology employed; (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 Company 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, the MHC and the Bank in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-broker- dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division FDIC and the FRB, if required, Department agree to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company, the MHC and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the 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 comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 6% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 at the Closing Time 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 legal office of Xxxxxxx Procter LLP Xxxxxxxx & Wood, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% Two percent (2%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, employees and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the sales commission payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees, and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of one and one-half percent (1.5%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of two percent (2%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Syndicated Offeringsuch Securities. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 CompanyCompany or the Bank, no fee shall be payable by the Company or the Bank to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company or the Bank shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds cash at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the reorganization process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon commencement of the Subscription Offering, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the in its solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock the Securities in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx X'Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company with the its solicitation of subscriptions and purchase orders for Securities 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 X'Xxxxx 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; or related corporate documents, (ii) reviewing with the Boards of Directors of the HarborOne Parties, the financial impact of the Offering 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 Company and the Savings Bank and their counsel); (iviii) assisting in the design and implementation of a marketing strategy for the Offerings; (viv) assisting Savings Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (viv) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Savings Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Savings Bank to Selected Dealers under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate -------- ------- fees payable to Sandler X'Xxxxx and Selected Dealers shall not exceed 7% of the aggregate Purchase Price (as defined in no event shall Sandler X’Xxxxx be obligated to act as a the Prospectus) of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the Savings Bank and the requirements of the PlanPlan and applicable law, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a selected dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum Total Minimum of the Securities, as set forth disclosed on the cover page of the Prospectus, within the period periods herein provided, this Agreement shall terminate and the Company shall refund 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Company and the Savings 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 placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Savings Bank until all Securities are sold and paid for were made 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 number Total Minimum 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 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 Xxxxxxx Procter LLP Xxxxxxx, Xxxxxx and Xxxxxxxx, Washington, D.C., at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 are 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 the following compensation for its services hereunder: (a) 0.85: 1.56% of the aggregate purchase price Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription Offering and in the Community Offering. With respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, excluding the Company shall pay (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees, and (iii) a management fee to Sandler X'Xxxxx of one and one-half percent (1.50%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be limited to an aggregate of 1.56% of the aggregate Purchase Price of such Securities. Notwithstanding the foregoing, no fee shall be payable with respect to any Securities sold in each case shares purchased by or on behalf of the Subscription and Community Offering to (i) any employee benefit plan or trust of the Company, the MHC Company or the Savings Bank established for the benefit of their respective directors, officers and employees, or employees or (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Savings Bank or members any member of their such person's immediate families family (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering). From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 CompanyCompany or the Savings Bank, no fee shall be payable by the Company to Sandler X’Xxxxxor the Savings Bank; provided, however, that the Company Sandler X'Xxxxx shall reimburse the Agent for all be entitled to reimbursement of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Savings Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid, and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsand any related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the Mid-Tier Company, the MHC and the Bank, the financial impact of the Offering 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 Company 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 management of the Company Company, the MHC and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community OfferingOffering and the application of the Patapsco Shares, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-Tier Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 of the Securities, as set forth on the cover page of the ProspectusProspectus taking into account, if applicable, the Patapsco Shares, within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 number of Securities, as set forth on the cover page of the Prospectus, are sold, taking into account, if applicable, the Patapsco Shares, the Company agrees to issue or have issued the Securities sold and to release for delivery 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 Xxxxxxx Procter Xxxxxx & Aguggia 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 when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 which may be payable with respect to the sale of the Securities or the issuance of the Foundation Shares or the Merger Shares. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% One hundred and twenty-five basis points (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case (i) shares purchased by or on behalf of (ia) any employee benefit plan or trust of the Company, the Mid-Tier Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, or (ii) the Foundation established in connection with the Reorganization and (iiib) any director, officer or employee of the Company Company, the MHC or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;entities owned or controlled by them, (ii) the Patapsco Shares; and (iii) shares issued to the Foundation; and (b) With respect to any Securities sold by a FINRA member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one hundred basis points (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than by Sandler X’Xxxxx shall be transmitted not exceed an aggregate of seven percent (7.00%) of the aggregate purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerX’Xxxxx. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent up to a maximum of $70,000 in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 OfferingsConversion or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of providing support to the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-broker- dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx X'Xxxxx will seek to form a syndicate of registered brokers broker 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx Xxxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Breyer & Aguggia, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% one and one-half percent (1.5%) of the aggregate purchase price Actual Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community Offering, excluding subject to a maximum fee equal to one and one-half percent (1.5%) of the aggregate gross proceeds at the midpoint of the estimated price range as set forth on the cover page of the Prospectus; and (b) with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in each case shares purchased by or on behalf of the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X'Xxxxx of two percent (2.0%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be limited to an aggregate of two percent (2.0%) of the Actual Purchase Price of such Securities. Notwithstanding the foregoing, no fee shall be payable with respect to any Securities sold in the Subscription and Community Offering to any employee, officer, or director of the Bank or the Company, any member of such person's immediate family (which term shall mean parents, spouse, siblings, children and grandchildren), or any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and or employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its exclusive Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s appraisal of the Common Stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting Bank and Company management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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 Offeringmaster selling agreement (the “Selected Dealers’ Agreement”), substantially in the form set forth in Exhibit D to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-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 comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event shall the aggregate fees payable to Sandler X’Xxxxx be obligated to act as a and Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager Dealers shall not exceed 6% of any Syndicated Offeringthe aggregate Actual Purchase Price of the Securities sold by such Selected Dealers. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank Bank, or at the Bank’s discretion with an independent insured depository institution, until all Securities are sold and paid for were made 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 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 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 Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 the following compensation for its services hereunder: (a) 0.85% One percent (1.0%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, in each case only if the Conversion is consummated, excluding in each case shares purchased by or on behalf of (i) purchased by any employee benefit stock ownership plan or trust other tax-qualified plans (except individual retirement accounts) of the Company, the MHC Mid-Tier Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) 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, grandparents, spousesspouse, siblings, children and grandchildren), and (iii) whether directly or through a personal trust;contributed to the Foundation; and (b) With respect to any Securities sold by a FINRA member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement; and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0of 1.0% of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at for Securities sold under any such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx agreement shall be transmitted limited to an aggregate of 6% of the purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerand other FINRA member firms under the Selected Dealers’ Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses up to $170,000 incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank has made an advance payment to the Agent in the aggregate amount of $90,000 for certain 25,000, which shall be credited against any fees or reimbursement of expenses payable hereunder and any unearned portion thereof shall be refunded. In addition to the appointment described above, the Agent has been appointed as records management agent services in connection with the Offering, the terms of which are set forth in the letter agreement, dated June 30January 22, 20152010, between the MHC, the Mid-Tier Company, the Bank and Sandler X’Xxxxx the Agent (a copy of which is attached hereto as Exhibit 3A) (the “Records Agent Letter Agreement”), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of each of the HarborOne Parties, Company and the Bank the financial impact and securities marketing implications of the Offering based upon the Appraiserindependent appraiser’s appraisal of the Common Stockcommon 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling obtaining all requisite regulatory approvals; (vi) assisting Company and Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of both the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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”), substantially in the form set forth in Exhibit A to this Agreement. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X’Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 6.0% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler Xxxxxx X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Barack Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx Procter LLP & Xxxxxxxxx LLP, at 10:00 a.m., Eastern Timetime, 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 telephone, confirmed in writing, when funds shall have been received for all of the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% nine-tenths of one percent (0.9%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X’Xxxxx) under the Selected Dealers’ Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers’ Agreement, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will of one percent (1.0%). Any fees payable to Sandler X’Xxxxx for Securities sold by Sandler X’Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of six percent (6.0%) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to and other NASD member firms under such broker/dealerSelected Dealer’s Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the 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, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering offering on the Company and the Bank based upon on the Appraiserindependent 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 Company and the Bank and their its counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offeringsoffering; (v) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealersin connection with the offering; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offeringsoffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company, 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 in a Syndicated Offering, provided, however, that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Xxxxxxx Procter LLP Xxxxx Xxxx, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following receive, as compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering$140,000. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of documented expenses actually incurred which are payable as set forth in hereunder. To the extent that the actual expenses incurred or fees due hereunder aggregate less than such letter agreement. The Company amount, Agent will reimburse Sandler X’Xxxxx, upon request made from time such excess amount to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, laws or regulations, or decisions or ordersorders of any governmental department, private or public arbitral tribunal, court, governmental commission, governmental agency or other governmental entity or authority. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors the financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock; (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 are the sole responsibility of the Company and the Bank and their counselXxxxxx Mutual); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and Xxxxxx Mutual in scheduling and obtaining all requisite regulatory approvals; (vi) assisting management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be soldperiod, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and Xxxxxx Mutual, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and Xxxxxx Mutual under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectuswithout interest, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Company and the Bank Xxxxxx Mutual 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 Arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts a separate escrow account with the Bank Wilmington Trust Company until all Securities are sold and paid for were made 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 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 at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts escrow account referred to above. The closing shall be held at the King of Prussia, Pennsylvania offices of Xxxxxxx Procter LLP & Xxx, at 10:00 a.m., Eastern Timeeastern 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering and (ii) as its their Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock Securities in the Syndicated Offering, if applicable and (iii) as their Agent as 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, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering Offerings on the Company and the Bank 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers in connection with the Offerings, including local community meetings within the Bank’s operating footprint; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree WDFI agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated or Public Offering, as applicable. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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, providedsubject to the terms and conditions set forth in a master selling agreement (the “Selected Dealers’ Agreement”), however, that substantially in no event shall Sandler X’Xxxxx be obligated the form set forth in Exhibit C to act this 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 a Selected Dealer or to take or purchase any SecuritiesExhibit A hereto. Sandler X’Xxxxx will serve as sole the book-running manager of any the Syndicated Offering and the Public Offering. Sandler X’Xxxxx The Agent will endeavor to distribute the Securities among the Selected Dealers 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 stock to certain Selected DealersDealers or selected underwriters, as applicable. This It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement is not intended or to constitute, and should not be construed as, an agreement take or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating purchase any Securities except pursuant to the firm commitment underwriting of the Securities or any other securities of the CompanyUnderwriting Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing interest‑bearing accounts with the Bank until all Securities are sold and paid for were made 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 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 sold in the Subscription Offering and the Community Offering at the Closing Time against payment therefor by release of funds from the special interest-bearing interest‑bearing accounts referred to above. The closing shall be held at the offices of Xxxxxxx Procter LLP Breyer & Associates PC, 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities sold in the Subscription Offering and the Community Offering shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85a success fee of 1.00% of the aggregate purchase price of the Securities sold in the Subscription Offering and the Community Offering, excluding in each case less any shares purchased by or on behalf of (i) any employee benefit plan or trust of common stock sold to the Company, the MHC ’s or the Bank established for the benefit of their respective Bank’s directors, officers and employees, employees (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parentsfamily) and the Tax-Qualified Employee Stock Benefit Plans, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;issued to the Foundation; and (b) With respect to any Securities sold by Sandler X’Xxxxx or any other FINRA member firm in the Syndicated Community Offering, Sandler X’Xxxxx will (i) the compensation payable to selected underwriters under the Underwriting Agreement and (ii) any sponsoring broker-dealers’ fees. Any fees payable for Securities sold under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of five and one-quarter percent (5.25%) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx and other FINRA member firms pursuant to such broker/dealerthe Underwriting Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereofhereof in an amount not to exceed $140,000 if no Syndicated Community Offering occurs and $150,000 if a Syndicated Community Offering is held. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of reimbursement of expenses hereunder, upon request made from time the excess shall be refunded to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, laws or regulations, or decisions or ordersorders of any governmental department, private or public arbitral tribunal, court, governmental commission, governmental agency or other governmental entity or authority. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors the financial and securities marketing implications of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock; (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 are the sole responsibility of the Company and the Bank and their counselXxxxxx Mutual); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and Xxxxxx Mutual in scheduling and obtaining all requisite regulatory approvals; (vi) assisting management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be soldperiod, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and Xxxxxx Mutual, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and Xxxxxx Mutual under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectuswithout interest, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Company and the Bank Xxxxxx Mutual 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 Arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts a separate escrow account with the Bank Wilmington Trust Company until all Securities are sold and paid for were made 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 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 at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts escrow account referred to above. The closing shall be held at the King of Prussia, Pennsylvania offices of Xxxxxxx Procter LLP & Xxx, at 10:00 a.m., Eastern Timeeastern 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% one and four tenths percent (1.4%) of the aggregate purchase price Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank Xxxxxx Mutual established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank Xxxxxx Mutual or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren), and (iii) whether directly or through a personal trust;purchasers in the Franklin Offerings; and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of one and one-half percent (1.5%) of the aggregate purchase price Purchase Price for the Securities. Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be limited to an aggregate of one and one-half percent (1.5%) of the Securities sold in aggregate Purchase Price of such Securities, and the Syndicated Offering. From this fee, aggregate fees payable to Sandler X’Xxxxx will pass onto X'Xxxxx and the selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-and sponsoring dealers will be made by Sandler X’Xxxxx upon consultation with not exceed seven percent (7%) of the Company; aggregate Purchase Price for such 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, Xxxxxx Mutual has made advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 NCRIC Group hereby appoints Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, NCRIC Group and to assist the Company NCRIC Group with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s NCRIC Group's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx X'Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company NCRIC Group with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 NCRIC Group the Boards of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock; (iiiii) 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 NCRIC Group, the Company Company, and the Bank NCRIC and their counsel); (iviii) assisting in the design and implementation of a marketing strategy for the Offerings; (iv) assisting in obtaining all requisite regulatory approvals; (v) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company NCRIC Group and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be soldperiod, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyNCRIC Group, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by NCRIC Group under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall not exceed 7% of the aggregate Purchase Price of the Securities sold by such Selected Dealers. Sandler X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of NCRIC Group, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities or any other securities of the Company. In the event the Company NCRIC Group is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectusinterest, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC and the Bank NCRIC Group as set forth in Sections 4, 6(a) 6 and 7 hereof and the obligations of the Agent as provided in Sections 6(b) 6 and 7 hereof. Appropriate arrangements Arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts a separate escrow account with the Bank until -------------- all Securities are sold and paid for were made 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 number of Securities, as set forth on the cover page of the Prospectus, are sold, the Company NCRIC Group agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts escrow account referred to above. The closing shall be held at the District of Columbia offices of Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C. at 10:00 a.m., Eastern Timetime, 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 NCRIC Group shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions, subject to limitations set forth in the Prospectus. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive (to the extent not previously paid) the following compensation for its services hereunder: (a) 0.85% two percent (2%) of the aggregate purchase price as set forth in the Prospectus (the "Purchase Price") of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;; and (b) With with respect to any Securities sold by an NASD member firm (including Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) sales commission payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of the aggregate purchase price of the Securities sold in the Syndicated Offeringtwo percent (2.0%). From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Offerings offerings are terminated by the Company, no fee shall be payable by the Company to Sandler X’Xxxxx; Agent, provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses (inclusive of fees and disbursements of counsel) incurred prior to termination in accordance with the provisions up to a maximum of Section 4 hereof$75,000. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx In recognition of the long lead times involved in the offering process, the Company has made advance payments to the Agent in the aggregate amount of $25,000, which shall be credited against any fees or reimbursement of expenses payable hereunder. Additionally, Agent will also act as conversion agent in connection with the Offerings and will receive a fee of $90,000 for certain records management agent services set forth in the letter agreement10,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The the Company will reimburse Sandler X’Xxxxx, upon request has made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed a nonrefundable payment of $50,000 as further set forth in such letter agreement5,000.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsand any related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the Mid-Tier Company, the MHC and the Bank, the financial impact of the Offering 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 Company 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 management of the Company Company, the MHC and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Mid-Tier Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 6.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter Xxxxxx & Aguggia 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 when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 which may be payable with respect to the sale of the Securities or the issuance of the Foundation Shares or the Merger Shares. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% One hundred and twenty-five basis points (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares (i) purchased by or on behalf of (ia) any employee benefit plan or trust of the Company, the Mid-Tier Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, or (ii) the Foundation established in connection with the Reorganization and (iiib) any director, officer or employee of the Company Company, the MHC or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;entities owned or controlled by them, and (ii) issued to the Foundation; and (b) With respect to any Securities sold by a NASD member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one hundred basis points (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time and other NASD member firms for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of six percent (6.00%) of the aggregate purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination termination, including the reasonable fees and disbursements of counsel for the Agent up to a maximum of $70,000 in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing market implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank, the financial impact on the Company of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) if necessary, assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objectives of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx & Aguggia 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and a quarter percent (1.25%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the CompanyMHC, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the MHC, the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a NASD member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, and (ii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time and other NASD member firms for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of six percent (6.0%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the reorganization offering process, the Bank agrees to make an advance payment to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of 25,000 which is attached hereto as Exhibit 3), which has been previously paid. Such advance payment shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder and any unearned portion thereof shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s 's appraisal of the Common Stock, particularly with regard to aspects of the appraisal involving the methodology employed; (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 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, the Bank and the MHC in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the Bank and the MHC under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 5% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Housley Kantarian & Xxxxxxxxx, P.C., at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% three-quarters percent (0.75%) of the aggregate purchase price Actual Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of three-quarters percent (0.75%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of three-quarters percent (0.75%) of the aggregate purchase price Actual Purchase Price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees Securities. (c) with respect to purchases affected with the assistance performance of proxy solicitation services, conversion agent services and record management services for the Bank in the Reorganization, Sandler O=Neill shall receive a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealerfee of $42,750. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 shall be payable by the Company to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agrees to make advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement50,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy $25,000 of which is attached hereto as Exhibit 3)has been previously paid and the remaining $25,000 of which shall be payable upon execution hereof, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock; (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 Company and the Bank NCRIC and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting in obtaining all requisite regulatory approvals; (vi) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five ninety (4590 ) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be soldperiod, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and NCRIC, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and NCRIC under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 5.5% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectuswithout interest, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC Company and the Bank NCRIC 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 Arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts a separate escrow account with the Summit Bank until all Securities are sold and paid for were made 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 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 at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts escrow account referred to above. The closing shall be held at the District of Columbia offices of Xxxxxxx Procter LLP Arent Fox, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% an advisory and marketing fee of $50,000 (b) two percent (2%) of the aggregate purchase price Purchase Price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;; and (bc) With with respect to any Securities sold by an NASD member firm (including Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) sales commission payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of the aggregate purchase price of the Securities sold in the Syndicated Offeringtwo percent (2.0%). From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall be obligated to reimburse the Agent any unpaid amount of the advisory and marketing fee and reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the offering process, NCRIC has made advance payments to the Agent in the aggregate amount of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, Securities in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of both the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 7.0% of the aggregate purchase price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Xxxxxxx Procter LLP ___________________________, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One and one-eighth percent (1.125%) of the aggregate purchase price (the "Purchase Price") of the Securities sold in the Subscription and Community Offering, excluding in each case shares Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers ESOP and employees, (ii) the Foundation established in connection with the Reorganization and (iii) by any director, officer or employee of the Company or Company, the Bank or any Subsidiary or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (including Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealer's Agreement; (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of one and one-eighth percent (1.125%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of seven percent (7.0%) of the aggregate purchase price Purchase Price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to X'Xxxxx and other NASD member firms under such broker/dealerSelected Dealer's Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses (inclusive of fees and disbursements of counsel) incurred prior to termination in accordance with the provisions up to a maximum of Section 4 hereof$75,000. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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: (A) as to Sandler X’Xxxxx in the Subscription Offering and Community Offering, (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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering offering on the Company and the Bank based upon on the Appraiserindependent 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 Company and the Bank and their its counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offeringsoffering; (v) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealersin connection with the offering; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offeringsoffering; and (B) as to Sandler X’Xxxxx in the Syndicated Offering, soliciting offers to purchase the Common Stock in the Syndicated Offering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription Offering and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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 (the “Selected Dealers Agreement”), provided, however, that substantially in no event shall Sandler X’Xxxxx be obligated the form set forth in Exhibit A to act as a Selected Dealer or to take or purchase any Securitiesthis Agreement. Sandler X’Xxxxx will serve as sole book-running lead manager of any the Syndicated Offering. Sandler X’Xxxxx 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 stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall the Agent be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 the total minimum of the Securities are sold. If at least the total minimum 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 at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to aboveabove or from the release of funds from deposit accounts maintained at the Bank by subscribers in the Subscription Offering, if so directed by such subscribers. The closing shall be held at the offices of Xxxxxxx Procter SNR Xxxxxx US LLP (“SNR Xxxxxx”), Washington, DC, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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.” In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent The Company will receive the following compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription pay any stock issue and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (transfer taxes which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will may be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees payable with respect to purchases affected with the assistance sale of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementSecurities.

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and the Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock managing underwriter in the Syndicated Public Offering, if applicable. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering Offerings on the Company and the Bank 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers in connection with the Offerings; and (vi) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier earliest to occur of (a) forty-five (45) days after the last day of the Subscription and Community OfferingOfferings, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, Securities or (c) the completion of the Syndicated Public Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx will seek to form a syndicate of registered brokers or dealers may, in its sole discretion, enter into an underwriting agreement with the Company and the Bank (the “Selected DealersUnderwriting Agreement”) to assist in for the solicitation of purchase orders of such Securities on a best efforts basis Public Offering in a Syndicated Offering, provided, however, that in no event shall Sandler X’Xxxxx form to be obligated to act as a Selected Dealer or to take or purchase any Securitiesagreed upon by the parties. Sandler X’Xxxxx will serve as sole book-running manager managing underwriter of any Syndicated the Public Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers selected underwriters in a fashion that which 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 stock to certain Selected Dealersselected underwriters. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to enter into the Underwriting Agreement or to take or purchase Securities except pursuant to the firm commitment underwriting of the Securities or any other securities of the CompanyUnderwriting Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxxxxxx Xxxxxxxx, 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% A fee of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust;$270,000; and (b) With respect to any Securities sold by Sandler X’Xxxxx or any other FINRA member firm in the Syndicated Public Offering, Sandler X’Xxxxx will (i) the compensation payable to selected underwriters under the Underwriting Agreement and (ii) any sponsoring broker-dealers’ fees. Any fees payable for Securities sold under any such agreement shall be paid a fee not limited to exceed an aggregate of five percent (5.0% %) of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx and other FINRA member firms pursuant to such broker/dealerthe Underwriting Agreement. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against reimbursement of documented expenses actually incurred that are payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time the excess shall be refunded to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent 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 its Agent to consult sole book-running manager in connection with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, 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 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the OfferingsPlan; (ii) reviewing with the Board of Trustees of the MHC and the Boards of Directors of the HarborOne Parties, Mid-Tier Company and the Bank the financial impact of the Offering Offerings on the Company, based upon the Appraiser’s appraisal of the Common Stock; (iii) reviewing all offering Offering documents, including the Prospectus, stock order forms and related offering Offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the Company Company, 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 management of the Mid-Tier Company and the Bank in scheduling and preparing for meetings with potential investors and other broker-dealersdealers 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 requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon consummation of the earlier to occur of (a) forty-five (45) Offerings, but in no event later than 45 days after the last day completion of the Subscription and Community Offering, Offering unless the Company Provident Parties and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree FRB agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of the Subscription and Offering and, if held, the Community Offering, at the request of the Company, Sandler X’Xxxxx 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, providedor (ii) enter into an underwriting agreement with the Company, howeverthe Mid-Tier Company, that the Bank and the MHC (the “Underwriting Agreement”) for the Public Offering in no event shall Sandler X’Xxxxx be obligated the form attached as Exhibit A to act as a Selected Dealer or to take or purchase any Securitiesthis Agreement. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering or Public Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of 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 Securities 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 MHC, the Company, the Mid-Tier Company and the Bank and Sandler X’Xxxxx relating to the 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 to any persons each person who have has 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 number 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 Xxxxxxx Procter LLP 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some Certificates or all of the Securities will be evidenced by physical certificates, certificates statements reflecting book entry ownership for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book entry ownership for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 the following compensation for its services hereunderreceive: (a) 0.85% as compensation for its marketing agent services, a fee of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription Offering and a fee of one and one-half percent (1.50%) of the aggregate purchase price of the Securities sold in the Community Offering, excluding in each case shares Securities purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the Mid-Tier Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation established by the Foundation established in connection with Company, the Reorganization Mid-Tier Company, the MHC or the Bank (or any Securities contributed to such charitable foundation), and (iii) any director, corporator, trustee, officer or employee of the Company Company, the Mid-Tier Company, the MHC or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) ), whether directly or through a personal trust;; and (b) With with respect to any Securities sold in the Syndicated Offering or Public Offering, Sandler X’Xxxxx will be paid a an aggregate fee not to exceed 5.0% of five and one-half percent (5.5%) of the aggregate purchase price of the all Securities sold in the Syndicated Offering or Public Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxxthe Agent; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. 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. Sandler X’Xxxxx The Agent shall also receive a fee of $90,000 40,000 for certain records management agent services set forth in the letter agreementengagement letter, dated June 30April 2, 20152019, between among the Mid-Tier Company, the MHC, the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)the Agent, which fee shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementengagement letter.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock 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, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 OfferingsConversion or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s independent appraiser's appraisal of the Common Stockcommon stock; (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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and obtaining all requisite regulatory approvals; (vi) assisting Bank management in preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offerings. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division FDIC and the FRB, if required, Department of Banking agree to extend the period of time in which the Securities Shares may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 6% of the aggregate Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended understood that in no event shall Sandler X'Xxxxx be obligated to constitute, and should not be construed as, an agreement act as a Selected Dealer or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of the Securities take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 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 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 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 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 Xxxxxxx Procter LLP _________________________, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% one and thirty-five hundredths percent (1.35%) of the aggregate purchase price Actual Purchase Price (as defined in the Prospectus) of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) by any foundation or charitable organization established by the Foundation established Bank in connection with the Reorganization Conversion, and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With with respect to any Securities sold by an NASD member firm (other than Sandler X'Xxxxx) under the Selected Dealers' Agreement in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers under any Selected Dealers' Agreement, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will X'Xxxxx of one and thirty-five hundredths percent (1.35%). Any fees payable to Sandler X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such agreement shall be paid a fee not limited to exceed 5.0% an aggregate of [six percent (6%)] of the aggregate purchase price Actual Purchase Price of the Securities sold in the Syndicated Offeringsuch Securities. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of $90,000 for certain records management agent services set forth the long lead times involved in the letter agreementconversion process, dated June 30, 2015, between the Bank and Sandler X’Xxxxx agrees to make advance payments to the Agent in the aggregate amount of fifty thousand dollars (a copy $50,000), twenty-five thousand dollars ($25,000) of which is attached hereto as Exhibit 3)has been previously paid and the remaining twenty-five thousand ($25,000) of which shall be payable upon commencement of the subscription offering, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the OfferingsPlans or related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHCs and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHCs and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 6.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iii) the Companyexecution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC MHCs 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 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 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 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 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 Elias, Matz, Xxxxxxx Procter LLP & 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. The Company shall notify the Agent by telephone telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.0 %) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of six percent (6.0 %) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee In recognition of the long lead times involved in the conversion process, the Bank agreed to make an advance payment to the Agent in the amount of $90,000 for certain records management agent services set forth in the letter agreement25,000, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy all of which is attached hereto as Exhibit 3)has been previously paid, which shall be credited against any fees or reimbursement of expenses payable as set forth hereunder. In the event that the advance payment exceeds the amount due in such letter agreement. The Company will reimburse Sandler X’Xxxxxpayment of fees and reimbursement of expenses hereunder, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe excess shall be refunded.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, the financial impact of the Offering based upon the Appraiser’s 's appraisal of the Common Stock, particularly with regard to aspects of the appraisal involving the methodology employed; (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 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, the MHC, the Mid-Tier HC and the Bank in obtaining all requisite regulatory approvals; (vi) assisting Bank management of the Company in scheduling and preparing for meetings with potential investors and broker-dealers; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the OfferingsConversion. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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"), substantially in the form set forth in Exhibit A to this Agreement. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC, the Mid-Tier HC and the Bank under any such Selected Dealers' Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a not exceed 6.5% of the aggregate Actual Purchase Price of the Securities sold by such Selected Dealer or to take or purchase any SecuritiesDealers. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 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 no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx 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. The Company shall notify the Agent by telephone when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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.” In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder: (a) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC or the Bank established for the benefit of their respective directors, officers and employees, (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouses, siblings, children and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offering. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its out-of-pocket expenses incurred prior to termination in accordance with the provisions of Section 4 hereof. In addition, the Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.certain

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, 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. Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X’Xxxxx and Selected Dealers shall not exceed 7.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plancontaining customary representations, warranties, conditions, agreements and indemnities, which may result in limiting purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the allocation of stock to certain Selected Dealers“Purchase Agreement”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the firm commitment underwriting of any securities, and Sandler X’Xxxxx may, in its sole judgment and discretion, determine at any time not to proceed with the Securities proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler X’Xxxxx of such due diligence investigation or any other securities inquiries as it may deem appropriate, (ii) approval of the Companyproposed underwriting by Sandler X’Xxxxx’x commitment committee or such other authorization as may be required by its internal procedures, (iii) market conditions, which, in the sole judgment of Sandler X’Xxxxx, shall be satisfactory, and (iv) the execution and delivery of a definitive Purchase Agreement. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxxxx Xxxxxxxx & Xxxxxxx LLP, at 10:00 a.m., Eastern Timelocal 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% 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 on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, ; (ii) the Foundation established in connection with the Reorganization Foundation; and (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;); and (b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (“NASD”) member firm (other than Sandler X’Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer’s fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of one percent (1.00%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock Securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx under any such agreement shall be limited to such broker/dealer. The decision to utilize selected broker-dealers will be made an aggregate of seven percent (7.00%) of the purchase price of the Securities sold by Sandler X’Xxxxx upon consultation with the Company; and other NASD member firms. 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 Companyhereof, no fee shall be payable by the Company to Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee [In recognition of $90,000 for certain records management agent services set forth the long lead times involved in the letter agreementconversion process, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy agrees to make advance payments to the Agent in the aggregate amount of $ , $ of which is attached hereto as Exhibit 3)has been previously paid and the remaining $ of which shall be payable upon the execution hereof, which shall be credited against any fees or reimbursement of expenses payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementhereunder.]

APPOINTMENT OF SANDLER X’XXXXX; 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 appoint Sandler X’Xxxxx (i) as its their Agent to consult with and advise the CompanyCompany and the Bank, and to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the 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, Sandler X’Xxxxx accepts such appointment and agrees to use its best efforts to assist the Company and the Bank with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which 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 securities marketing implications of any aspect of the Plan including the percentage of Common Stock to be offered in the Offeringsand related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne Parties, Company and the Bank the financial impact of the Offering offering on the Company and the Bank based upon on the Appraiserindependent 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 Company and the Bank and their its counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offeringsoffering; (vvi) assisting management of the Company in scheduling and preparing for meetings with potential investors and broker-dealersdealers in connection with the offering; and (vivii) providing such other general advice and assistance as may be requested to promote the successful completion of the Offeringsoffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree OFI agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Offering. If any of the Securities remain available after the expiration of both the Subscription and Community Offering, at the request of the Company, 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 for such Securities on a best efforts basis basis, subject to the terms and conditions set forth in a Syndicated Offering, selected dealers’ agreement (the “Selected Dealers’ Agreement”). Sandler X’Xxxxx will endeavor to limit the aggregate fees to be paid by the Company and the Bank under any such Selected Dealers’ Agreement to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that in no event the aggregate fees payable to Xxxxxx X’Xxxxx and Selected Dealers shall Sandler X’Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offeringnot exceed the limits set forth below. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that which best meets the distribution objectives objective of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement It is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and understood that in no event shall Sandler X’Xxxxx relating be obligated to the firm commitment underwriting of the Securities act as a Selected Dealer or to take or purchase any other securities of the CompanySecurities. In the event the Company is unable to sell at least the total minimum 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHC 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 placing the funds received from subscriptions for Securities or other offers to purchase Securities in special interest-bearing accounts with the Bank or other financial institution until all Securities are sold and paid for were made 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 the total minimum of the Securities are sold. If at least the total minimum 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 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 Xxxxxxx Procter LLP Xxxxx Xxxx, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: hereunder one and a half percent (a1.5%) 0.85% of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) the Foundation established in connection with the Reorganization and (iii) any director, officer or employee of the Company or the Bank or Bank, members of their immediate families (which term shall mean parentsfamilies, grandparents, spouses, siblings, children their personal trusts and grandchildren) whether directly or through a personal trust; (b) With respect to any Securities sold in the Syndicated Offering, Sandler X’Xxxxx will be paid a fee not to exceed 5.0% of the aggregate purchase price of the Securities sold in the Syndicated Offeringbusiness entities controlled by them. From this fee, Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx shall be transmitted by Sandler X’Xxxxx to such broker/dealer. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Sandler X’Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its documented out-of-pocket expenses actually incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee 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 $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3)25,000, which shall be credited against any fees or reimbursement of documented expenses actually incurred which are payable as set forth in hereunder. To the extent that the actual expenses incurred or fees due hereunder aggregate less than such letter agreement. The Company amount, Agent will reimburse Sandler X’Xxxxx, upon request made from time such excess amount to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreementthe Bank.

APPOINTMENT OF SANDLER X’XXXXX; 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 Sandler X’Xxxxx (i) X'Xxxxx as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company’s 's sale of Common Stock in the Subscription Offering and Community Offering and (ii) as its Agent to consult with and advise the Company, and to assist the Company with solicitation of purchase orders for Securities, in connection with the Company’s sale of Common Stock in the Syndicated Offering, if applicableOfferings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler X’Xxxxx 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 accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action that which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler X’Xxxxx X'Xxxxx 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 Offeringsor related corporate documents; (ii) reviewing with the Boards Board of Directors of the HarborOne PartiesCompany, the MHC and the Bank financial impact and securities marketing implications of the Offering based upon 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 Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in scheduling and preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the OfferingsOffering. The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless the Company and the Agent agree in writing to extend such period and the Division and the FRB, if required, agree to extend the period of time in which the Securities may be soldperiod, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering. If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the CompanyCompany and the Bank, Sandler X’Xxxxx 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. Sandler X'Xxxxx will endeavor to limit the aggregate fees to be paid by the Company, the MHC and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a Syndicated Offering, similar market environment; provided, however, that the aggregate fees payable to Sandler X'Xxxxx and Selected Dealers shall not exceed 6.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler X'Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler X’Xxxxx X'Xxxxx be obligated to act as a Selected Dealer or to take or purchase any Securities. Sandler X’Xxxxx will serve as sole book-running manager of any Syndicated Offering. Sandler X’Xxxxx will endeavor to distribute the Securities among the Selected Dealers in a fashion that best meets the distribution objectives of the Company and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers. This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the MHC, the Company, the Bank and Sandler X’Xxxxx relating to the 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 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 to any persons who have subscribed for any of the Securities the full amount that which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the 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 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 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 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 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 Xxxxxxx Procter LLP Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C., at 10:00 a.m., Eastern Timetime, 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 telephone, confirmed in writing, when funds shall have been received for all the Securities. To the extent that some or all of the Securities will be evidenced by physical certificates, certificates Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 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 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 receive the following compensation for its services hereunder: (a) 0.85% One percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community OfferingOffering up to $200 million plus seventy-five basis points (0.75%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering in excess of $200 million but less than $400 million, plus fifty basis points (0.50%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering in excess of $400 million, excluding in each case shares purchased by or on behalf of (i) any employee benefit plan or trust of the Company, the MHC Company or the Bank established for the benefit of their respective directors, officers and employees, (ii) any charitable foundation of the Foundation established in connection with the Reorganization and Company, and/or (iii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spousesspouse, siblings, children and grandchildren) whether directly or through a personal trust;any of their respective individual retirement plans; and (b) With respect to any Securities sold by a NASD member firm (other than Sandler X'Xxxxx) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler X’Xxxxx will be paid a fee not to exceed 5.0% X'Xxxxx of ninety basis points (0.90%) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. From this fee, Any fees payable to Sandler X’Xxxxx will pass onto selected broker-dealers, who assist in the Syndicated Offering, an amount competitive with gross underwriting discounts charged at X'Xxxxx for Securities sold by Sandler X'Xxxxx under any such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Sandler X’Xxxxx agreement shall be transmitted limited to an aggregate of six percent (6.00%) of the purchase price of the Securities sold by Sandler X’Xxxxx to such broker/dealerX'Xxxxx and other NASD member firms. The decision to utilize selected broker-dealers will be made by Sandler X’Xxxxx upon consultation with the Company; 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 Companyhereof, no fee shall be payable by the Company to Sandler X’XxxxxX'Xxxxx; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination 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 fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. Sandler X’Xxxxx shall also receive a fee of $90,000 for certain records management agent services set forth in the letter agreement, dated June 30, 2015, between the Bank and Sandler X’Xxxxx (a copy of which is attached hereto as Exhibit 3), which shall be payable as set forth in such letter agreement. The Company will reimburse Sandler X’Xxxxx, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records management agent services not to exceed $50,000 as further set forth in such letter agreement.