Common use of Representations and Warranties of the Agent Clause in Contracts

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a broker-dealer duly registered as such in California, a member in good standing of the NASD and a broker-dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent. The Agent is a member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the consummation Exchange Act, other federal securities laws, state securities laws and the Rules of the transactions contemplated hereby NASD, specifically including, but not in any way limited to, NASD Rules 2420, 2730, 2740 and compliance with the terms 2750. Each Soliciting Dealer and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws each salesperson acting on behalf of the Agent or any agreement, indenture or other instrument to which a Soliciting Dealer will be registered with the Agent is a party or NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundhe will offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedShares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreement in substantially the Agent’s performance under this Agreementform of Exhibit A hereto.

Representations and Warranties of the Agent. The Agent represents and warrants to each of the Company and the Bank as followsFunds that: (a) The Agent It is a corporation duly organized and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.Delaware; (b) The execution and delivery It is duly qualified to carry on its business in the State of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.Missouri; (c) Each It is empowered under Applicable Laws and the laws of the Agent and its employees, agents and representatives who shall perform any state of the services hereunder shall be duly authorized and empoweredorganization, and shall have all licensesby its Articles of Incorporation and Bylaws, approvals to enter into this Agreement and permits necessary to perform such services; and the Agent is a registered selling agent Services contemplated in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.this Agreement; (d) It is registered as a transfer agent to the extent required under the 1934 Act, such registration has not been revoked, suspended or otherwise the subject of any proceeding before the Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The execution and delivery Agent will promptly notify the Funds in writing in the event of any material change in the Agent’s status as a registered transfer agent. Should the Agent fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement by Agreement, the Funds may, on written notice to the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.immediately terminate this Agreement; (e) No approval of any regulatory or supervisory or other public authority is required in connection with It has taken all requisite corporate action to authorize the Agent’s execution Agent to enter into and delivery of perform this Agreement, except as may have been received.; (f) There is no suit or proceeding or charge or action before or by any courtThe Agent has, regulatory authority or government agency or body orand will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations; (g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, pending use by the Agent of such software and Intellectual Property does not infringe or threatenedotherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, which might materially adversely affect then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agent’s performance under breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agent’s obligations thereunder are contingent upon the Funds’ use of the Agent’s Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and (h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DST’s testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies. THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Holding Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Ohio and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank CF Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents ------------------------------------------- and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a broker-dealer duly registered as such in California, a member in good standing of the NASD, and a broker-dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent. The Agent is a member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the consummation of Exchange Act, other federal securities laws, state securities laws and the transactions contemplated hereby NASD. Each Soliciting Dealer and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws each salesperson acting on behalf of the Agent or any agreement, indenture or other instrument to which a Soliciting Dealer will be registered with the Agent is a party or NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundhe will offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately, and provides an adequate basis for evaluating an investment in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedShares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreement in substantially the Agent’s performance under this Agreementform of Exhibit A hereto.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingOfferings. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Company or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. “Agent Disclosure Statements” shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus, which, when the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the heading “Plan of Distribution” in the Prospectus, or (ii) based upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Prospectus, or any supplement to the Prospectus; provided, however, the Agent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, or with respect to which the Agent has provided the Company a written objection.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent KBW is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the AgentKBW, and this Agreement has been duly and validly executed and delivered by the Agent KBW, and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent KBW or any agreement, indenture or other instrument to which the Agent KBW is a party or by which it or its property is bound. (e) No approval action, suit, charge or proceeding is pending, or to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform obligations under this Agreement. (f) No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required in connection with for the Agent’s execution and delivery by Agent of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky Blue Sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Home Federal Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Home Federal Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Gxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Chesapeake Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Chesapeake Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank PyraMax Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsMutual Savings Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Mutual Savings Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company Magnolia Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsGreenville Federal Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York and is licensed to conduct business in the State of Ohio with full power and authority to provide the services to be furnished to the Company and the Bank Greenville Federal Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offering is consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, under the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of any regulatory or supervisory or other public authority is required in connection with Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the Agent’s execution and delivery ability of Agent to perform its obligations under this Agreement, except as may have been received. (f) There Agent is no suit or proceeding or charge or action before or registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the "1934 Act") and is a member in good standing of the NASD. (g) Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents represents, warrants and warrants covenants to and with the Company and the Bank as followsthat: (a) The Agent it is a valid and subsisting corporation and is validly existing in good standing under the laws law of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.jurisdiction in which it was incorporated; (b) The execution the Agent holds all registrations, licenses and delivery of permits that are required for carrying on its business in the manner in which such business has been carried on to sell the Offered Shares in the Qualifying Jurisdictions, and the Agent has the corporate power and capacity to carry on the business carried on by it and the Agent is duly qualified to carry on business in the Qualifying Jurisdictions (c) it has good and sufficient right and authority to enter into this Agreement and the consummation of complete the transactions contemplated hereby have been duly and validly authorized by all necessary action under this Agreement on the part of the Agent, terms and conditions set forth herein; (d) this Agreement has been duly and validly authorized, executed and delivered by the Agent and is constitutes a legal, valid and legally binding agreement obligation of the Agent, Agent enforceable against the Agent in accordance with its termsthe terms hereof, except in any case as the legality, validity, binding nature and enforceability enforcement thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or moratorium and other similar laws relating to or affecting the enforcement rights of creditors’ rights generallycreditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law.; (ce) Each it is a broker registered under the Securities Laws; (f) the Agent is, and will remain until the completion of the Agent and Offering, appropriately registered under Securities Laws so as to permit it to lawfully fulfil its employees, agents and representatives who shall perform any of the services obligations hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each and will remain until the completion of the jurisdictions Offering, a participating organization of the CSE in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.good standing; and (dg) The execution and delivery of this Agreement by it will sell the Agent, the consummation of the transactions contemplated hereby and Offered Shares in compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundSecurities Laws. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s Agents performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Melrose Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Federal Savings Bank as followsParties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New Hampshire and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Federal Savings Bank Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement. (g) To the Agent’s knowledge, there are no affiliations or associations between the Agent and any of the Federal Savings Bank Parties’ officers or directors. (h) The Agent has received the written non-objection of FINRA with respect to the compensation set forth in Section 4 of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New Jersey and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Indiana and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary necessary, to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act Regulations to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank NB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (ai) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Ohio with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the Commonwealth of Massachusetts and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Eastern Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Eastern Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) Neither the Agent nor anyone acting on its behalf has engaged in any Testing-the-Waters Communication.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Meetinghouse Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Xxxxx Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Xxxxx Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Reorganization or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Pennsylvania and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank SSB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Xxxxxxxx Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Xxxxxxxx Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (ai) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (bii) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (ciii) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (div) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ev) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fvi) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents hereby represents, warrants and warrants to agrees with the Company and the Bank as followsthat: (a) The Agent is a corporation and is duly organized, validly existing and in good standing under the laws of the State of New York Illinois, with full the corporate power and authority to provide conduct its business, to execute and deliver this Agreement, and to perform the services to be furnished to the Company and the Bank hereunderobligations contemplated herein. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legalconstitutes the valid, valid binding and binding enforceable agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof may be limited by extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, organization, moratorium, reorganization, conservatorship, receivership or fraudulent conveyance and other similar laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and general principles of equity (ii) general equity principles regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The Agent's execution and delivery of this Agreement by Agreement, and the Agentperformance of its obligations hereunder, the consummation will not result in a breach or violation of the transactions contemplated hereby and compliance with any of the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the its articles of incorporation or bylaws of the Agent bylaws, any agreement or any agreement, indenture or other instrument to which the Agent it is a party or by which it or its property is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Agent. (d) As of the date of the Registration Statement, the information contained in the Registration Statement relating to the Agent, if any, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) No approval The Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent will maintain all its registrations in good standing throughout the term of the Offering and the Agent will comply with all statutes and other requirements of law applicable to it with respect to its brokerage activities within those jurisdictions. To the extent required by applicable law, any regulatory individual who participates in the offer or supervisory or other public authority is required in connection with sale of the Shares as the Agent’s execution and delivery 's agent or registered representative will be duly registered as a registered representative or principal of this Agreement, except as may have been receivedthe Agent pursuant to the provisions of the NASD rules. (f) There Neither Agent nor any of its directors or officers nor any beneficial owner of 10% or more of any class of its equity securities, nor any of their respective affiliates (nor any other person serving in a similar capacity): (i) has been convicted within ten years prior to the date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement with the Commission, or arising out of such person's conduct as an underwriter, broker, dealer, municipal securities dealer or investment adviser; (ii) is no suit subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to section 6 of the Exchange Act, an association registered as a national securities association under section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission constituting conduct inconsistent with just and equitable principles of trade; (v) is subject to a United States Postal Service false representation order entered within five years prior to the date hereof; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to any conduct alleged to constitute postal fraud; (vi) has been or has been named as an underwriter of any securities covered by any registration statement which is the subject of any pending proceeding or charge examination under Section 8 of the Act, or action before is the subject of any refusal order or by any court, regulatory authority or government agency or body or, stop order entered thereunder within five years prior to the knowledge date hereof; (vii) has taken or failed to take any other act or are subject to any other order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of federal or state securities laws; (viii) has filed a registration statement that is the Agentsubject of a currently effective stop order entered pursuant to any state's securities law within five years prior to the date hereof; (ix) has been convicted within five years prior to the date hereof of any felony or misdemeanor in connection with the offer, pending purchase or threatenedsale of any security or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud; (x) is currently subject to any state administrative enforcement order or judgment entered by that state's securities administrator within five years prior to the date hereof or is subject to any state's administrative enforcement order or judgment in which might materially adversely affect fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the Agent’s performance under this Agreementorder or judgment was entered within five years prior to the date hereof; (xi) is subject to any state's administrative enforcement order or judgment that prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or (xii) is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within five years prior to the date hereof.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have and maintain until the Offering is consummated or terminated all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State of New York Illinois with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which that with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws governing documents of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing limited liability company formed under the laws of the State of New York Washington, validly existing and in good standing, with full all requisite power and authority to provide the services enter into this Agent Agreement and to be furnished to the Company and the Bank carry out its obligations hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agent Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The Agent is duly registered pursuant to the provisions of the Agent 1934 Act, as a broker-dealer and its employees, agents and representatives who shall perform any is a member in good standing of the services hereunder shall be National Association of Securities Dealers, Inc. (“NASD”) and duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and registered as a broker-dealer in those states in which the Agent is a registered selling agent in each of the jurisdictions in which the Shares are required to be offered so registered in order to carry out the Offering contemplated by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingMemorandum. (d) The execution and delivery of this Agreement by Agent will use its best efforts to conduct the Agent, the consummation of the transactions contemplated hereby and Offering in compliance with the terms requirements of Regulation D and provisions hereof in this regard the Agent will have: (i) During the course of the Offering, and to the extent any representations are made concerning the Offering or matters set forth in the Memorandum, not conflict withmade any untrue statement of a material fact and not omitted to state a material fact required to be stated or necessary to make any statement not misleading; (ii) Not offered, offered for sale, or result sold the Units, except to the extent permitted by Regulation D, by means of: (A) Any advertisement, article, notice, or other communication mentioning the Units published in a breach ofany newspaper, magazine or similar medium or broadcast over television or radio; (B) Any seminar or meeting, the attendees of which have been invited by any general solicitation or general advertising; or (iii) Prior to the sale of any of the termsUnits, provisions reasonably believed that each subscriber and his or conditions ofher purchaser representative, or constitute a default if any, met the suitability and other investor standards set forth in the Memorandum and the Blue Sky Survey prepared by Company Counsel pursuant to Section 9.(c) of this Agent Agreement; the Agent will prepare and maintain memoranda and other appropriate records substantiating the foregoing; (or an event iv) Only used sales materials other than the Memorandum which with notice or lapse of time or both would constitute a defaulthave been approved for use in this Offering by the Company; (v) under, During the articles of incorporation or bylaws course of the Agent Offering provided each offeree with a copy of the Memorandum; (vi) Until the last closing date, promptly distributed any supplement or any agreement, indenture or other instrument amendment to which the Memorandum received from the Company to persons who previously received a copy of the Memorandum and who the Agent is a party believes continue to be interested in the Company and included such supplement or by which it amendment in all deliveries of the Memorandum made after receipt of any such supplement or its property is bound.amendment; and (evii) No approval Not made any representations on behalf of the Company other than those contained in the Memorandum, nor have acted as an agent of the Company in any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, capacity except as may have been receivedexpressly set forth herein. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with full corporate power and authority to provide the services to be furnished to the Company Bank and the Bank Holding Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof extent that such enforcement may be limited by (i) bankruptcybankruptcy laws, insolvencyinsolvency laws, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. The Agent is a member firm of The National Association of Securities Dealers, Inc. and is in compliance in all material respects with all state and federal broker-dealer regulation, and regulations of any applicable self-regulatory organization, applicable to it and its performance of services hereunder. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundbound which would result in a material adverse change in the condition (financial or otherwise) or business affairs of the Agent. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPPHI Parties that: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State Commonwealth of New York Pennsylvania, with full power and authority to provide the services to be furnished to the Company and the Bank PPHI Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhas, and until the Offering is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of this Agreement by Agent threatened, against the Agent that, if determined adversely to Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares shall be delivered by the Agent to _____________________, regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated ________________, to the knowledge of 2018, by and among PPIX, HoldCo, the Agent, pending or threatenedand the Escrow Agent (the “Escrow Agreement”), which might materially adversely affect by noon of the next business day after receipt by the Agent’s performance , together with a written account of each purchaser that sets forth, among other things, the name and address of the purchaser, the number of Shares purchased and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and shall not be accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe 1934 Act.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Primary Parties as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement. (g) The Agent is registered as a broker-dealer pursuant to Section 15(b) of the 1934 Act and is a member of FINRA. (h) Any funds received in the Offering by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to each of the Company and the Bank as followsFunds that: (a) The Agent It is a corporation duly organized and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder.Delaware; (b) The execution and delivery It is duly qualified to carry on its business in the State of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.Missouri; (c) Each It is empowered under Applicable Laws and the laws of the Agent and its employees, agents and representatives who shall perform any state of the services hereunder shall be duly authorized and empoweredorganization, and shall have all licensesby its Articles of Incorporation and Bylaws, approvals to enter into this Agreement and permits necessary to perform such services; and the Agent is a registered selling agent Services contemplated in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.this Agreement; (d) It is registered as a transfer agent to the extent required under the 1934 Act, such registration has not been revoked, suspended or otherwise the subject of any proceeding before the Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The execution and delivery Agent will promptly notify the Funds in writing in the event of any material change in the Agent's status as a registered transfer agent. Should the Agent fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement by Agreement, the Funds may, on written notice to the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.immediately terminate this Agreement; (e) No approval of any regulatory or supervisory or other public authority is required in connection with It has taken all requisite corporate action to authorize the Agent’s execution Agent to enter into and delivery of perform this Agreement, except as may have been received.; (f) There is no suit or proceeding or charge or action before or by any courtThe Agent has, regulatory authority or government agency or body orand will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations; (g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, pending use by the Agent of such software and Intellectual Property does not infringe or threatenedotherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, which might materially adversely affect then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agent’s performance under 's breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agent's obligations thereunder are contingent upon the Funds' use of the Agent's Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and (h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DST's testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies. THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsNSTS Bancorp that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank NSTS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company NSTS Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Texas with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generallygenerally or the rights of creditors, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services serivces hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this AgreementAgreement or the performance of its terms, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank CS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank GB Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company GBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Eagle Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound, in each case that would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the SEC, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the “1934 Act”) to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Effective as of the Initial Closing Date, the Agent represents and warrants to each of the Company and the Bank as followsother parties hereto that: (a) The Agent It is a corporation national banking association duly organized and is validly existing in good standing under the laws of the State United States of New York with America and has the full power and authority to provide the services enter into and perform its obligations under this Agreement and each other Operative Agreement to which it is or will be furnished to the Company and the Bank hereunder.a party; (b) The execution and delivery of this This Agreement and the consummation of the transactions contemplated hereby each other Operative Agreement to which it is a party have been been, or when executed and delivered will be, duly and validly authorized by all necessary corporate action on the part of the AgentAgent and have been, and this Agreement has been or on such Closing Date will have been, duly and validly executed and delivered by the Agent and, assuming the due authorization, execution and is a delivery hereof and thereof by the other parties hereto and thereto, are, or upon execution and delivery thereof will be, legal, valid and binding agreement obligations of the Agent, enforceable against it in accordance with its their respective terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.; (c) Each of The execution, delivery and performance by the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by and each other Operative Agreement to which it is or will be a party are not, and will not be, inconsistent with the articles of incorporation or by-laws or other charter documents of the Agent, the consummation do not and will not contravene any applicable Law of the transactions contemplated hereby State of Texas or of the United States of America governing its activities and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, contravene any of the terms, provisions or conditions provision of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) underunder any indenture, the articles of incorporation or bylaws of the Agent or any agreementmortgage, indenture contract or other instrument to of which the Agent it is a party or by which it or its property is properties are bound. (e) No , or require any consent or approval of any regulatory Governmental Authority under any applicable law, rule or supervisory regulation of the State of Texas or other public authority is required in connection with any federal law, rule or regulation of the Agent’s execution and delivery United States of this Agreement, except as may have been received.America governing its activities; and (fd) There is no suit or proceeding or charge or action before or Except as otherwise contemplated by the Operative Agreements, the Agent shall not, nor shall it direct the Lessor to, use the proceeds of any courtLoan for any purpose other than the purchase of the Properties, regulatory authority or government agency or body orthe acquisition of Equipment, the construction of Improvements and the payment of Transaction Expenses, interest regarding the Loans which accrue under the Credit Agreement during the period prior to the knowledge of Basic Term Commencement Date with respect to a particular Property and other uses authorized under the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this AgreementOperative Agreements.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Nebraska and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank HF Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the OfferingBlue Sky Memorandum. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPFS Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank PFS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company PFS Bancorp in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Blue Hills Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Blue Hills Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent ----------------------------------------------- represents and warrants to the Company and the Bank as followsRoebling Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Roebling Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement, the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have have, and until the Offerings are consummated or terminated shall maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) There is no action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of the Agent threatened, against the Agent which, if determined adversely to the Agent, would have a material adverse effect upon the ability of the Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member in good standing of the NASD. (f) Any funds received in the Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby thereby and compliance with the terms and provisions hereof will not conflict with, or result in a the breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (eh) No approval of any regulatory regulator or supervisory supervisor or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the Commonwealth of Pennsylvania with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Xxxxxxx Penn Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its termsterms , except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) except to the extent, if any, that the provisions of Sections 8 and 9 hereof may, with respect to the Agent, be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsFS Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank FS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company FSBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsGS Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank GS Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company GBI in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. a. The Agent represents has all such power, authority, authorizations, approvals and warrants orders as may be required to enter into this Agreement, to carry out the Company provisions and conditions hereof and to act as a sales agent as contemplated herein and as described in the Bank as follows: (a) Registration Statement, any Preliminary Prospectuses, the Prospectus or any Permitted Free Writing Prospectus. The Agent is a corporation and is validly existing in good standing under the laws consummation of the State of New York with full power Offering, the execution, delivery and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery performance of this Agreement by the Agent and the consummation by the Agent of the transactions herein contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Agent, Agent and this Agreement has been duly and validly executed and delivered by the Agent and is a legalthe valid, valid legal and binding agreement of the Agent, Agent enforceable in accordance with its terms, except to the extent, if any, that the provisions of Section 8 hereof may be unenforceable as against public policy, and except to the legality, validity, binding nature and extent that such enforceability thereof may be limited by (i) bankruptcybankruptcy laws, insolvencyinsolvency laws, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally. b. The Agent is registered as a broker-dealer under applicable federal and state laws, is a member in good standing of the National Association of Securities Dealers, Inc., and (ii) general equity principles regardless of whether such enforceability has met and will continue to meet all registration, licensing, financial and reporting requirements it is considered required to meet under applicable federal and state laws and regulations in a proceeding in equity or at law. (c) Each of order to provide the services the Agent and its employeeshas agreed to provide, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and or that the Agent is a registered selling agent in each of the jurisdictions in which the Shares are contemplates that it will provide, to be offered by the Company under this Agreement or otherwise in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared connection with respect to the Offering. (d) The execution and delivery of this Agreement by the Agentc. Each employee, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict withagent, representative or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws affiliate of the Agent that provides any services to the Company under this Agreement or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required otherwise in connection with the Agent’s execution Offering will, at the time of providing those services, meet all registration and delivery of this Agreement, except as may have been receivedlicensing requirements he or it is required to meet under applicable federal and state laws and regulations in order to provide those services. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsCitizens Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Citizens Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the Securities Exchange Act of 1934, as amended (the "1934 Act") and is required a member in connection with good standing of the Agent’s execution and delivery of this Agreement, except as may have been receivedNASD. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offerings by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsMutual Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company Bank Mutual Parties hereunder and the Bank to perform its obligations hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by is the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the . The Agent is a registered selling agent in each of the all U.S. jurisdictions, and will remain registered in such jurisdictions in which the Shares Bank Mutual Parties are to be offered by relying on such registration for the Company in reliance upon sale of the Agent as a registered selling agent as set forth in Shares, until the blue sky memorandum prepared with respect to Conversion and the OfferingOfferings are consummated or terminated. (d) No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of Agent, threatened against Agent that, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement. (e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act") and is a member of the National Association of Securities Dealers, Inc. ("NASD"). The Agent is in good standing with the SEC and the NASD. (f) Any funds received in the Offerings by the Agent shall be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. (g) The execution and delivery of this Agreement by the Agent, the fulfillment of the terms set forth herein and the consummation of the transactions herein contemplated hereby and compliance shall not violate or conflict with the terms and provisions hereof will not corporate charter or bylaws of the Agent or violate, conflict with, with or result in constitute a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which which, with notice or lapse of time time, or both both, would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to by which the Agent is a party bound or by which it under any governmental license or its property is boundpermit or any law, administrative regulation, authorization, approval or order or court decree, injunction or order applicable to it. (eh) No approval of any regulatory or supervisory or other public authority There is required in connection with not now pending or, to the Agent’s execution and delivery 's knowledge, threatened against the Agent any material action or proceeding before the Commission, the NASD, any state securities commission or any state or federal court concerning the Agent's activities as a broker-dealer. (i) The NASD, upon review of the terms of this Agreement, except as may shall not have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, objected to the knowledge Agent's performance of its obligations hereunder or the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementterms herein set forth.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank 1st Security Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the MHC, the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s Agent‘s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s Agent‘s performance under this Agreement.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsConstituent Entities that: (a) The Agent Xxxxx, Xxxxxxxx & Xxxxx, Inc. is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Constituent Entities hereunder; Xxxxxxx Xxxx & Company and the Bank hereunder.is an unincorporated division of Xxxxx, Xxxxxxxx & Xxxxx, Inc. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of or creditors’ ' rights generally, and or (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof shall not conflict with, or result in a breach of, any of the terms, provision or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Xxxxx, Xxxxxxxx & Xxxxx, Inc. or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. Xxxxxxx Xxxx & Company Page 13 ________________, 1998 (d) The Agent and its employees, and to the best knowledge of the Agent, its agents and representatives representatives, who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or regulatory, supervisory or other public authority other than the NASD is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have and the approval of the NASD has been received. (f) There is no suit or proceeding or charge suit, proceeding, charge, or action before or by any court, regulatory authority or government agency or body pending or, to the best knowledge of the Agent, pending or threatened, which might materially and adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company Company, the MHC, the Mid-Tier Holding Company, and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company Bank, the Mid-Tier Holding Company, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or of action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New Jersey and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws [of the State of New York Jersey] with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by is the Agent and is a legal, valid and binding agreement of the Agent. This Agreement has been validly executed and delivered by Agent and is a valid, legal and binding obligation of Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Conversion is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the Securities Exchange Act of 1934, as amended (the "1934 Act") and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Company or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) any applicable law, order, rule, regulation, writ, injunction, judgment or decree of any court, government or governmental agency or body, domestic or foreign, having jurisdiction over the Agent or over its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. “

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and is registered as a broker/dealer in the State of Maine with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum Blue Sky Memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this AgreementAgreement or performance of its obligations hereunder, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body Governmental Entity or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) Any funds received in the Offering by the Agent or on behalf of the Agent by its employees, agents and representatives will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable. (h) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that Agent will be provided access to in connection with providing services under this Agreement, Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and OTS regulations and policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures under the GLB Act and OTS regulations thereunder to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a broker-dealer duly registered as such in California, a member in good standing of the NASD and a broker-dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent. The Agent is a member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the consummation of Exchange Act, other federal securities laws, state securities laws and the transactions contemplated hereby NASD. Each Soliciting Dealer and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws each salesperson acting on behalf of the Agent or any agreement, indenture or other instrument to which a Soliciting Dealer will be registered with the Agent is a party or NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundhe will offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that the Prospectus discloses all material facts adequately and accurately and provides an adequate basis for evaluating an investment in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedShares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreement in substantially the Agent’s performance under this Agreementform of Exhibit A hereto.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsHVB Parties that: (a) The Agent is a corporation limited liability company and is validly existing and in good standing under the laws of the State Commonwealth of New York Pennsylvania with full power and authority to provide the services to be furnished to the Company and the Bank hereunderHVB Parties. (b) The execution execution, delivery and delivery performance of this Agreement and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all necessary limited liability company action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except to the extent, if any, that the provisions of Section 11 and 12 hereof may be unenforceable as against public policy, and except to the legality, validity, binding nature and extent that such enforceability thereof may be limited by (i) bankruptcybankruptcy laws, insolvencyinsolvency laws, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) generally or general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at lawprinciples. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offering are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or any proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against the Agent which, if determined adversely to the Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the Exchange Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares will be delivered by the Agent to , regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated , to 201 (the knowledge “Escrow Agreement”), by noon of the next business day after receipt by the Agent, pending or threatenedtogether with a written account of each purchaser which sets forth, which might materially adversely affect among other things, the Agent’s performance name and address of the purchaser, the number of Shares subscribed for, and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and not accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe Exchange Act.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and acknowledges that the Bank as followsCompany is relying upon such representations and warranties, that: (ai) The in respect of the offer and sale of the Units, the Agent is will comply with all Securities Laws; (ii) the Agent and its Affiliates and representatives have not engaged in or authorized, and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Units in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising; (iii) the Agent has not and will not solicit offers to purchase or sell the Units so as to require the filing of a corporation and is validly existing in good standing prospectus, registration statement or offering memorandum with respect thereto or the provision of a contractual right of action under the laws of any jurisdiction and no continuous disclosure or similar periodic filing obligation will be created for the State Company as a result of New York with full power the manner in which an Agent has solicited an offer to purchase, or sold the Units; (iv) the Agent will use its commercially reasonable best efforts to obtain from each Purchaser an executed Subscription Agreement and authority to provide all other applicable forms, reports, undertakings and documentation required under the services to be furnished Securities Laws or required by the Company, acting reasonably; and (v) the Agent is duly registered pursuant to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation provisions of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the AgentSecurities Laws, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement member in good standing of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement Investment Industry Regulatory Organization of creditors’ rights generallyCanada, and (ii) general equity principles regardless of whether such enforceability is considered duly registered or licensed as an investment dealer in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the those jurisdictions in which the Shares are its is required to be offered so registered in order to perform the services contemplated by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been receivedor if or where not so registered or licensed, the Agent will act only through members of a selling group who are so registered or licensed. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by is the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Conversion is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the Securities Exchange Act of 1934, as amended (the "1934 Act") and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Seneca Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Maryland with full power and authority to provide the services to be furnished to the Company Seneca Parties hereunder. The Agent is registered as a broker-dealer with the SEC and the Bank hereunderis a member of FINRA. (b) Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. (c) With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Gxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and OCC policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Reorganization or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. (d) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (g) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsJefferson Parties that: (a) The Agent is a duly organized New York corporation and is validly existing and in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Jefferson Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required a member in connection with good standing of the Agent’s execution and delivery of this Agreement, except as may have been receivedNASD. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offerings by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsCompany: (a) The Agent is a corporation has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York with full power and California, has all requisite authority to provide enter into this Agreement and has all requisite authority to conduct its business as described in the services to be furnished to the Company and the Bank hereunderProspectus. (b) The execution and delivery of this Agreement and This Agreement, when executed by the consummation of the transactions contemplated hereby Agent, will have been duly authorized and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is will be a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The consummation of the Agent transactions contemplated herein and its employeesthose contemplated by the Prospectus will not result in a breach or violation of any order, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary rule or regulation directed to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon any court or any federal or state regulatory body or administrative agency having jurisdiction over the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringor its affiliates. (d) The execution Agent is, and delivery during the term of this Agreement will be, duly registered as a broker/dealer pursuant to the provisions of the Exchange Act, a broker or dealer duly registered as such in California, a member in good standing, and a broker or dealer duly registered as such in any and all other states or jurisdictions where offers are made by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the . The Agent is a party or member of the NASD and will comply with all applicable laws, rules, regulations and requirements of the Securities Act, the Exchange Act, other federal securities laws, state securities laws and the NASD. Each Soliciting Dealer will be registered with the NASD and duly licensed by each state regulatory authority in each jurisdiction in which it or its property is boundwill offer and sell shares. (e) No approval of any regulatory or supervisory or other public authority is required The Agent has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in connection with the Agent’s execution Prospectus and delivery of this Agreement, except as may have been receivedprovide an adequate basis for evaluating an investment in the Shares. (f) There is no suit This Agreement, or proceeding any supplement or charge or action before or amendment hereto, may be filed by any courtthe Company with the SEC and the NASD, regulatory authority or government agency or body orif such should be required, and may be filed with, and may be subject to the knowledge approval of, any federal or state securities regulatory agencies if required. (g) All engagements of the Agent, pending or threatened, which might materially adversely affect Soliciting Dealers will be evidenced by written agreements in substantially the Agent’s performance under this Agreement.form of Exhibit A hereto. ---------

Representations and Warranties of the Agent. Section 3.1 The Agent represents and warrants to the Company PIMS and the Bank as followsPMFS that: (a) The Agent is a corporation duly organized and is validly existing and in good standing under the laws in its state of the State of New York with organization and has full power and authority under applicable law and has taken all action necessary to provide enter into and perform its obligations and duties under this Agreement. This Agreement constitutes its legal, valid and binding obligation and is enforceable against it in accordance with its terms. No consent or authorization of, filing with or other act by or in respect of any governmental authority, is required in connection with the services to be furnished to the Company and the Bank hereunderexecution, delivery, performances, validity or enforceability of this Agreement. (b) The execution and delivery of Agent is either duly registered as a transfer agent under Section 17 A( c)(1) or is exempt from having to so register in order to provide the services specified in this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the AgentAgreement, and this Agreement is duly qualified and has been duly all requisite licenses and validly executed and delivered by the Agent and authority to carry on its business in all jurisdictions in which is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at lawconducts business. (c) Each The Agent is authorized to enter into and perform this Agreement, and the performance of its obligations hereunder will not violate or conflict with any governing documents or agreements of the Agent and its employees, agents and representatives who shall perform or any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringapplicable law. (d) The execution Agent has and delivery of this Agreement by will continue to have access to the Agentnecessary facilities, equipment and personnel to perform the consummation of the transactions contemplated hereby and compliance Services in accordance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is boundbest industry practice. (e) No approval The Agent (i) has, and will maintain, an anti-money laundering ("AML") program that satisfies the requirements of any Title III of the USA PATRIOT Act, the Bank Secrecy Act, and applicable anti-money laundering laws, rules and regulations ("Applicable Law"); (ii) will comply with Applicable Law with respect to the Shares, including, but not limited to, the monitoring and reporting of suspicious transactions and the implementation of a customer identification program that complies with Applicable Law; (iii) will supply Fund, PIMS and PMFS and their agents, upon request, with evidence of the due diligence work that it has carried out for particular unitholders of Agent's Separate Accounts and such other information and reports as Fund, PIMS, PMFS or their agents may from time to time reasonably request; (iv) with respect to Shares held in the name of unit holders of Agent's Separate Accounts (i.e. fully disclosed accounts), it will promptly inform Fund, PIMS and PMFS if Agent cannot form a reasonable belief that it knows the true identity of the Customer within a reasonable time after the account has been opened for such Customer; and (v) it will permit inspection by U.S. federal departments or regulatory agencies with appropriate jurisdiction and will make available to examiners from such departments or supervisory regulatory agencies such information and records relating to Agent's AML program as they may reasonably request. Upon the reasonable written request ofPIMS or other public authority is PMFS, Agent shall provide PIMS and PMFS with (x) a copy of its anti-money laundering policies, procedures and controls (or a summary thereot), (y) at Agent's option, either (i) a copy of a written assessment or report prepared by the independent party performing the audit function required in connection by Applicable law (or a summary thereot) or (ii) a certification that the findings of the independent party are satisfactory, and (z) a certificate regarding Agent's anti-money laundering program naming its designated compliance officer, describing its employee training program, and summarizing Agent's monitoring of compliance with the Agent’s execution and delivery of Applicable Law. It being understood that any information furnished pursuant to this Agreement, except as may have been receivedSection shall be considered confidential information. (f) There is no suit or proceeding or charge or action before or The Agent has adopted policies and procedures reasonably designed to ensure that orders for Shares ("Fund Orders") from the unitholders of its Separate Accounts received by any court, regulatory authority or government agency or body or, Agent prior to the knowledge Close of Trading are segregated from Fund Orders received after the Close of Trading, and that such orders are properly transmitted by Agent to the Funds (or their agents) in accordance with this Agreement for execution at the current day's net asset value ("NA V") and that such procedures either prevent or detect on a timely basis instances of noncompliance with the policy with respect to the receipt and processing of Fund Orders; (g) The Agent has adopted policies and procedures reasonably designed to ensure that Fund Orders from unitholders of its Separate Accounts received by Agent after the Close of Trading are properly transmitted by the Agent to the Funds (or their agents) for execution at the next day's NA V and that such procedures either prevent or detect on a timely basis instances of noncompliance with the policy with respect to the receipt and processing of Fund Orders; (h) The Agent has adopted policies and procedures reasonably designed to ensure that all applicable redemption fees and limitations on frequent trading applicable to underlying Customer accounts are being adhered to in accordance with the terms of the AgentFunds' Prospectus; (i) The Agent has disclosed (where required by law) this service arrangement to the unitholders of its Separate Accounts and will notify the unitholders of its Separate Accounts that Agent may impose certain conditions on them in addition to or different from those imposed by the Fund, pending such as requiring a minimum initial investment or threatened, charging the unitholders of its Separate Accounts direct fees for the same or similar services as are provided hereunder by the Agent (which might materially adversely affect fees may either relate specifically to the Agent’s performance under this Agreement.'s services with respect to the Fund or generally cover services not limited to those with respect to the Fund ). At the Agent's discretions, the Agent shall xxxx the unitholdersof its Separate Accounts directly for such fees. In the event the Agent charges Separate Accounts such fees, it shall notify the Fund in advance and make appropriate prior written disclosure (such disclosure to be in accordance with all applicable laws) to the unitholders of its Separate Accounts of any such fees charged to the the unitholder; and

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company and the Bank as follows, which representations and warranties shall be deemed to be made continuously from and as of the date hereof until this Offering is terminated or such earlier date that this Agreement has been terminated: (a) The Agent (i) has been duly organized, is validly existing and in good standing as a Minnesota corporation, (ii) has qualified to do business as a foreign corporation and is validly existing in good standing under in each jurisdiction where the laws character of its properties or the nature of its activities (including without limitation activities of the State Agent hereunder) makes such qualification necessary, and (iii) has full power, authority and legal right to own its property, to carry on its business as presently conducted, and to enter into and perform its obligations under this Agreement. The Agent is a member in good standing of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunderNASD. (b) The execution Agent has full requisite power and delivery authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Agent and is a valid and binding agreement on the part of the Agent, enforceable against the Agent in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. The performance of this Agreement and the consummation of the transactions herein contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered will not result in a proceeding in equity breach or at law. (c) Each violation of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default under: (or an event which with notice or lapse of time or both would constitute a defaulti) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument Material Agreement to which the Agent is a party or by which it the Agent or its property is properties may be bound; (ii) the articles of incorporation or bylaws of the Agent, or (iii) the provisions of any Governmental Rule binding on the Agent or its properties. (ec) No approval The Agent has obtained all governmental consents, licenses, approvals and authorizations, registrations and declarations which are necessary for the execution, delivery, performance, validity and enforceability of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of 's obligations under this Agreement, except as may have been received. The Agent is a registered broker-dealer in good standing under the appropriate laws and regulations of each of the states in which offers or solicitations of offers to subscribe for the Notes will be made by the Agent. (fd) There is are no suit actions, suits or proceeding or charge or action before or by any court, regulatory authority or government agency or body proceedings pending or, to the knowledge of the Agent, pending threatened against or threatenedaffecting the Agent, before or by any court, administrative agency, arbitrator or governmental body with respect to any of the transactions contemplated by this Agreement, or which might will, if determined adversely to the Agent, materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect the Agent’s performance 's ability to perform its obligations under this Agreement. The Agent is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement. (e) The Agent has obtained all necessary consents, approvals, waivers and notifications of creditors, lessors and other nongovernmental persons in connection with the execution and delivery of this Agreement, and the consummation of all the transactions herein contemplated. (f) When the Prospectus Supplement is or was filed with the Commission and at all times subsequent thereto until the termination of the Offering, the Agent Disclosure Statements in the Prospectus (as amended or supplemented, if the Company shall have filed with the Commission any amendment thereof or supplement thereto) will not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading. "Agent Disclosure Statements" shall mean any statements or disclosures included within or the subject of the Registration Statement or the Prospectus or any amendment thereof or supplement thereto, which, when the Prospectus or any such amendment thereof or supplement thereto is or was filed with the Commission and at all times subsequent thereto, are either (i) included within the disclosure under the heading "Plan of Distribution" in the Prospectus, or (ii) based upon and conform to written information relating to the Agent furnished in writing to the Company by the Agent specifically for use in the preparation of the Prospectus, or any amendment thereof or supplement thereto; provided, however, the Agent makes no representation with respect to any Agent Disclosure Statement made without the consent of the Agent, or with respect to which the Agent has provided the Company a written objection.

Representations and Warranties of the Agent. The Each Agent hereby severally, and not jointly, nor jointly and severally, represents and warrants to the Company Corporation, and acknowledges that the Bank as followsCorporation is relying upon such representations and warranties in connection with the completion of the Offering that: (a) The such Agent is a corporation duly registered and is validly existing in good standing under the laws in its jurisdiction of the State of New York with full incorporation, has all requisite corporate power and authority to provide the services to be furnished to the Company enter into and the Bank hereunder.carry out its obligations under this Agreement, and is duly licensed and registered in accordance with Applicable Securities Law; (b) The execution such Agent and delivery of this Agreement and each person appointed by it as its agent to assist in the consummation Offering, are registered under the Applicable Laws of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with Selling Jurisdictions so as to permit it to lawfully fulfil its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.obligations hereunder; (c) Each such Agent has offered and solicited offers, and shall offer and solicit offers, for the purchase of the Offered Shares in compliance with all Applicable Laws, and shall instruct any Selling Firm to comply, with all Applicable Laws in connection with the offer and sale of the Offered Shares, and shall offer and sell the Offered Shares directly and through Selling Firms only upon the terms and conditions set out in this Agreement and shall instruct the U.S. Placement Agent to conduct its activities in connection with the Offering in compliance with all Applicable Laws of each Selling Jurisdiction. The Agent shall instruct any Selling Firm appointed pursuant to this Agreement to comply with the covenants and obligations of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.hereunder; (d) The execution such Agent and delivery its respective representatives (including the U.S. Placement Agent or Selling Firm, if any) has not engaged in or authorized, and will not engage in or authorize, any form of this Agreement by the AgentDirected Selling Efforts (as such term is defined in Schedule "A" hereto), the consummation general solicitation or general advertising in connection with or in respect of the transactions contemplated hereby Offered Shares in any newspaper, magazine, printed media of general and compliance with the terms and provisions hereof will not conflict withregular paid circulation or any similar medium, or result in a breach of, any broadcast over radio or television or by means of the terms, provisions internet or conditions of, otherwise or constitute a default (conducted any seminar or an event which with notice meeting concerning the offer or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws sale of the Agent Offered Shares whose attendees have been invited by any general solicitation or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.general advertising; (e) No approval such Agent will use its commercially reasonable best efforts to arrange for Purchasers in the Selling Jurisdictions in respect of any regulatory or supervisory or the Offering and obtain a duly completed and executed Subscription Agreement and all applicable undertakings and other public authority is forms required under Applicable Laws from each Purchaser in connection with the Agent’s execution and delivery completion of this Agreement, except as may have been received.the Offering; (f) There is no suit in connection with offers and sales of Offered Shares in the United States and to, or proceeding for the account or charge or action before or benefit of, U.S. Persons in connection with the Offering pursuant to this Agreement, such Agent will make any such offers and sales in compliance with the representations, warranties and covenants applicable to it in Schedule "A" hereto and agrees to comply with the U.S. selling restrictions imposed by any court, regulatory authority or government agency or body or, to the knowledge U.S. Securities Laws; such Agent's representations and warranties set forth in Schedule "A" hereto are as of the date hereof, and shall be as of the Closing Date, true and correct; and such covenants, representations and warranties are hereby incorporated by reference as if fully set forth herein; and (g) none of the Offered Shares have been offered by such Agent to any person in the United States or to any U.S. Person other than through the U.S. Placement Agent in compliance with Schedule "A" hereto. No Agent or U.S. Placement Agent appointed by it will be liable under this Agreement or under Schedule "A" attached hereto, with respect to a breach of a representation, warranty or covenant contained in this Agreement by another Agent. or U.S. Placement Agent or selling group member appointed by such other Agent, pending or threatened, which might materially adversely affect as the Agent’s performance under this Agreementcase may be.

Representations and Warranties of the Agent. The Agent represents and warrants to the MHC, Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and is registered as a broker/dealer in the State of Florida with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum Blue Sky Memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Articles of incorporation Incorporation or bylaws Bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this AgreementAgreement or performance of its obligations hereunder, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body Governmental Entity or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under this Agreement. (g) Any funds received in the Offering by the Agent or on behalf of the Agent by its employees, agents and representatives will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsNodak Parties that: (a) The Agent is a corporation limited liability company and is validly existing in good standing under the laws of the State Commonwealth of New York Pennsylvania, with full power and authority to provide the services to be furnished to the Company and the Bank Nodak Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a Advisory Letter Agreement are the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, their terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhas, and until the Offering is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of this Agreement by Agent threatened, against the Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws ability of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval The Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with the Agent’s execution and delivery a member of this Agreement, except as may have been receivedFINRA. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent from prospective purchasers of the Shares shall be delivered by the Agent to Christiana Trust, regulatory authority or government agency or body oras escrow agent (the “Escrow Agent”) for deposit in the escrow account established under the Escrow Agreement dated _______, to the knowledge of 2016, by and among Nodak Mutual, Holdings, the Agent, pending or threatenedand the Escrow Agent (the “Escrow Agreement”), which might materially adversely affect by noon of the next business day after receipt by the Agent’s performance , together with a written account of each purchaser which sets forth, among other things, the name and address of the purchaser, the number of Shares purchased and the amount paid therefor. Any checks received by the Agent that are made payable to any party other than the Escrow Agent shall be returned to the purchaser who submitted the check and shall not be accepted. The Agent shall require any selected dealers agreements with Assisting Brokers to include provisions requiring such Assisting Brokers to comply with Rule 15c2-4 under this Agreementthe 1934 Act.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent it is a corporation and is validly existing in good standing under the laws of the State of New York with and licensed to conduct business in the State of New York and it has the full power and authority to provide the services to be furnished to the Company Bank and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) or by general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) All funds received by the Agent, and the Agent's employees, agents and representatives from the sale of Shares in the offering will be transmitted to a segregated, interest-bearing account with the Bank by noon of the next business day following receipt of the funds. (e) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (ef) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (fg) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Holding Company and the Bank as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Sugar Creek Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company, and acknowledges that the Company is relying upon such representations and the Bank as followswarranties, that: (a) The Agent it is registered or qualified, as applicable, to offer and sell the Units in the Selling Jurisdictions; (b) it is a valid and subsisting corporation duly incorporated and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and jurisdiction in which it is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.incorporated; (c) Each it has all requisite power and authority and good and sufficient right and authority to enter into, deliver any carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (d) in respect of the offer and sale of Units, the Agent and its employees, agents the U.S. Affiliate have complied with the provisions of this Agreement in all material respects and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have with all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent Securities Laws in each of the jurisdictions in which either of them offers the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.Units; (e) No approval the Agent and the U.S. Affiliate, if any, is each duly registered pursuant to the provisions of any regulatory securities laws, and is duly registered or supervisory licensed as a broker-dealer or other public authority an investment dealer in those jurisdictions in which it is required to be so registered in connection with order to perform the Agent’s execution and delivery of services contemplated by this Agreement, except as may or if or where not so registered or licensed, the Agent and U.S. Affiliate have been received.acted only through members of a Selling Group who are so registered or licensed; and (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending U.S. Affiliate and their representatives have not engaged in or threatenedauthorized, which might materially adversely affect and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Agent’s performance under this AgreementUnits in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or other telecommunications, including electronic display, or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by is the Agent and is a legal, valid and binding agreement of the Agent. This Agreement has been validly executed and delivered by Agent and is a valid, legal and binding obligation of Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 11 or 12 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the Securities Exchange Act of 1934, as amended (the "1934 Act") and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Savings Bank as followsthat: (a) The Agent Keefx, Xxuyxxxx & Xoodx, Xxc. is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Savings Bank and the Bank Company hereunder; Charxxx Xxxx & Xompany is an unincorporated division of Keefx, Xxuyxxxx & Xoodx, Xxc. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of or creditors’ ' rights generally, and or (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof shall not conflict with, or result in a breach of, any of the terms, provision or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of Keefx, Xxuyxxxx & Xoodx, Xxc. or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (d) The Agent and its employees, and to the best knowledge of the Agent, its agents and representatives representatives, who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or regulatory, supervisory or other public authority other than the NASD is required in connection with the Agent’s Agent execution and delivery of this Agreement, except as may have and the approval of the NASD has been received. (f) There is no suit or proceeding or charge suit, proceeding, charge, or action before or by any court, regulatory authority or government agency or body pending or, to the best knowledge of the Agent, pending or threatened, which might materially and adversely affect the Agent’s Agent performance under of this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsAssociation that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company Association and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate Xxxxxxx Xxxx & Company, a Division of Xxxxx Xxxxxxxx & Xxxxx, Inc. Page 12 action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, or (iii) except to the extent, if any, that the provisions of Sections 8 and 9 hereof may be unenforceable as against public policy. (c) Each The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provision hereof shall not conflict with, or result in a breach of, any of the terms, provision or conditions of, or constitute a default (or event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (d) The Agent and its employees, agents and representatives to the best knowledge of the Agent, its representatives, who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered for sale by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or regulatory, supervisory or other public authority other than the NASD is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have Agreement and the approval of the NASD has been received. (f) There is no suit or proceeding or charge suit, proceeding, charge, or action before or by any court, regulatory authority or government agency or body pending or, to the best knowledge of the Agent, pending or threatened, which might materially and adversely affect the Agent’s 's performance under of this Agreement.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and ; (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law; and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Reorganization is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the "1934 Act") to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsPrimary Parties that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Primary Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Sections 10 or 11 hereof may be unenforceable as against public policy. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offering is completed or terminated shall have maintain all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been received.Inc. (f) There is no suit or proceeding or charge or action before or Any funds received in the Offering by any courtthe Agent will be handled by the Agent in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, regulatory authority or government agency or body or, as amended (the "1934 Act") to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company Company, the Mid-Tier Holding Company, the MHC and the Bank as followsAssociation that: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company Association, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; , including appropriate licenses and the Agent is a registered selling agent Company's approvals in each of the jurisdictions various states in which the Shares are to securities shall be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringoffered. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or proceeding, charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement. SECTION 5.1 COVENANTS OF THE COMPANY, THE MID-TIER HOLDING COMPANY, THE MHC, AND THE ASSOCIATION. The Company, the Mid-Tier Holding Company, the MHC and the Association hereby jointly and severally covenant with the Agent as follows: (a) The Company has filed the Registration Statement with the Commission. The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object. (b) The MHC has filed the Conversion Application with the OTS. The Association will not, at any time after the Conversion Application is approved by the OTS, file any amendment or supplement to such Conversion Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object. (c) The Company and the Association will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the Conversion Application to be approved by the OTS and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Conversion Application, as amended, has been approved by the OTS; (iii) of any comments from the Commission, the OTS or any other governmental entity with respect to the Conversion or the transactions contemplated by this Agreement; (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement or the Conversion Application or for additional information; (v) of the issuance by the Commission, the OTS or any other governmental entity of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus or any other filing of the Company or the Association under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) the issuance by the Commission, the OTS or any state authority of any stop order suspending the effectiveness of the Registration Statement or the approval of the Conversion Application, or of the initiation or threat of initiation or threat of any proceedings for any such purpose; or (vii) of the occurrence of any event mentioned in paragraph (h) below. The Company, the Mid-Tier Holding Company, the MHC and the Association will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any state authority of any such order and, if any such order shall at any time be issued, (ii) to obtain the lifting thereof at the earliest possible time. (d) The Company, the Mid-Tier Holding Company, the MHC and the Association will deliver to the Agent and to its counsel two conformed copies of the Registration Statement and the Conversion Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company, the Mid-Tier Holding Company, the MHC and the Association will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any NASD and blue sky filings. (e) The Company, the Mid-Tier Holding Company, the MHC and the Association will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the "1934 Act Regulations"). The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent. (f) The Company, the Mid-Tier Holding Company, the MHC and the Association will comply with any and all material terms, conditions, requirements and provisions with respect to the Conversion and the transactions contemplated thereby imposed by the Commission, the OTS, the Conversion Regulations or the OTS, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, the Company, the Mid-Tier Holding Company, the MHC and the Association will comply, at their own expense, with all material requirements imposed upon them by the Commission, the OTS, the Conversion Regulations or the OTS, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus. (g) If, at any time during the period when the Prospectus relating to the Shares is required to be delivered, any event relating to or affecting the Company, the Mid-Tier Holding Company, the MHC or the Association shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company, the Mid-Tier Holding Company, the MHC and the Association or in the reasonable opinion of the Agent's counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company and the Association will at their expense, prepare and file with the Commission and the OTS and furnish to the Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Company, the Mid-Tier Holding Company, the MHC and the Association each will timely furnish to the Agent such information with respect to itself as the Agent may from time to time reasonably request. (h) The Company, the Mid-Tier Holding Company, the MHC and the Association will take all necessary actions, in cooperating with the Agent, and furnish to whomever the Agent may direct, such information as may be required to qualify or register the Shares for offering and sale by the Company or to exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Company, the Mid-Tier Holding Company, the MHC and the Association may reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business in any jurisdiction in which it is not so qualified. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction. (i) The liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders will be duly established and maintained by the Association in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Association will have an inchoate interest in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Association. (j) The Company, the MHC, the Mid-Tier Holding Company and the Association will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent's prior written consent, any shares of Common Stock other than the Shares or other than in connection with any plan or arrangement described in the Prospectus. (k) The Company shall maintain the effectiveness of the registration of its Common Stock under Section 12 (g) of the 1934 Act for not less than three (3) years or such shorter period as may be required by the OTS. (l) During the period during which the Company's Common Stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report of the Company (including a consolidated balance sheet and statements of consolidated income, stockholders' equity and cash flows of the Company and its subsidiaries as at the end of and for such year, certified

Representations and Warranties of the Agent. The Agent represents hereby represents, warrants and warrants to agrees with the Company and the Bank as followsthat: (a) The Agent is a corporation and is duly organized, validly existing and in good standing under the laws of the State of New York Illinois, with full the corporate power and authority to provide conduct its business, to execute and deliver this Agreement, and to perform the services to be furnished to the Company and the Bank hereunderobligations contemplated herein. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this This Agreement has been duly and validly authorized, executed and delivered by the Agent and is a legalconstitutes the valid, valid binding and binding enforceable agreement of the Agent, enforceable in accordance with its terms, except as to the legality, validity, binding nature and enforceability thereof may be limited by extent that (i) such enforcement may be subject to the effect of bankruptcy, insolvency, organization, moratorium, reorganization, conservatorship, receivership or fraudulent conveyance and other similar laws relating to or affecting the enforcement rights of creditors’ rights generally, creditors generally and general principles of equity (ii) general equity principles regardless of whether such enforceability enforcement is considered in a proceeding in equity or at law), and (ii) the indemnification provisions of this Agreement may be held to violate public policy (under either federal or state law) in the context of the offer or sale of securities. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, and the performance of its obligations hereunder, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, its articles of incorporation or bylaws, any agreement or instrument to which it is a party or by which it is bound, or any judgment, decree, order or, to its knowledge, any statute, rule or regulation applicable to Agent. (d) As of the date of the Registration Statement, the information contained in the Registration Statement relating to the Agent, if any, does not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (e) The Agent is (i) a broker-dealer duly registered pursuant to the provisions of the Exchange Act; (ii) a member in good standing of the NASD; and (iii) duly registered as a broker-dealer under the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent will maintain all its registrations in good standing throughout the term of the Offering and the Agent will comply with all statutes and other requirements of law applicable to it with respect to its brokerage activities within those jurisdictions. To the extent required by applicable law, any individual who participates in the offer or sale of the Shares as may have been receivedthe Agent’s agent or registered representative will be duly registered as a registered representative or principal of the Agent pursuant to the provisions of the NASD rules. (f) There Neither Agent nor any of its directors or officers nor any beneficial owner of 10% or more of any class of its equity securities, nor any of their respective affiliates (nor any other person serving in a similar capacity): (i) has been convicted within ten years prior to the date hereof of any crime or offense involving the purchase or sale of any security, involving the making of a false statement with the Commission, or arising out of such person’s conduct as an underwriter, broker, dealer, municipal securities dealer or investment adviser; (ii) is no suit subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily enjoining or restraining, or is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years prior to the date hereof, permanently enjoining or restraining such person from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, involving the making of a false filing with the Commission or arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer or investment adviser; (iii) is subject to an order of the Commission entered pursuant to section 15(b), 15B(a), or 15B(c) of the Exchange Act, or is subject to an order of the Commission entered pursuant to section 203(e) or (f) of the Investment Advisers Act of 1940; (iv) is suspended or expelled from membership in, or suspended or barred from association with a member of, an exchange registered as a national securities exchange pursuant to section 6 of the Exchange Act, an association registered as a national securities association under section 15A of the Exchange Act, or a Canadian securities exchange or association for any act or omission constituting conduct inconsistent with just and equitable principles of trade; (v) is subject to a United States Postal Service false representation order entered within five years prior to the date hereof; or is subject to a restraining order or preliminary injunction entered under section 3007 of title 39, United States Code, with respect to any conduct alleged to constitute postal fraud; (vi) has been or has been named as an underwriter of any securities covered by any registration statement which is the subject of any pending proceeding or charge examination under Section 8 of the Act, or action before is the subject of any refusal order or by any court, regulatory authority or government agency or body or, stop order entered thereunder within five years prior to the knowledge date hereof; (vii) has taken or failed to take any other act or are subject to any other order or proceedings, that would make unavailable any limited offering exemption from registration or qualification requirements of federal or state securities laws; (viii) has filed a registration statement that is the Agentsubject of a currently effective stop order entered pursuant to any state’s securities law within five years prior to the date hereof; (ix) has been convicted within five years prior to the date hereof of any felony or misdemeanor in connection with the offer, pending purchase or threatenedsale of any security or any felony involving fraud or deceit, including but not limited to forgery, embezzlement, obtaining money under false pretenses, larceny or conspiracy to defraud; (x) is currently subject to any state administrative enforcement order or judgment entered by that state’s securities administrator within five years prior to the date hereof or is subject to any state’s administrative enforcement order or judgment in which might materially adversely affect fraud or deceit, including but not limited to making untrue statements of material facts and omitting to state material facts, was found and the Agentorder or judgment was entered within five years prior to the date hereof; (xi) is subject to any state’s performance under this Agreementadministrative enforcement order or judgment that prohibits, denies or revokes the use of any exemption from registration in connection with the offer, purchase or sale of securities; or (xii) is currently subject to any order, judgment or decree of any court of competent jurisdiction temporarily or preliminarily restraining or enjoining, or is subject to any order, judgment or decree of any court of competent jurisdiction permanently restraining or enjoining, such party from engaging in or continuing any conduct or practice in connection with the purchase or sale of any security or involving the making of any false filing with the state entered within five years prior to the date hereof.

Representations and Warranties of the Agent. The Agent hereby represents and warrants to the Company, and acknowledges that the Company is relying upon such representations and the Bank as followswarranties, that: (a) The Agent it is registered or qualified, as applicable, to offer and sell the Units in the Selling Jurisdictions; (b) it is a valid and subsisting corporation duly incorporated and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and jurisdiction in which it is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law.incorporated; (c) Each it has all requisite power and authority and good and sufficient right and authority to enter into, deliver any carry out its obligations under this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein; (d) in respect of the offer and sale of Units, the Agent and its employees, agents the U.S. Affiliate have complied with the provisions of this Agreement in all material respects and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have with all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent Securities Laws in each of the jurisdictions in which either of them offers the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.Units; (e) No approval the Agent and the U.S. Affiliate, if any, is each duly registered pursuant to the provisions of any regulatory securities laws, and is duly registered or supervisory licensed as a broker-dealer or other public authority an investment dealer in those jurisdictions in which it is required to be so registered in connection with order to perform the Agent’s execution and delivery of services contemplated by this Agreement, except as may or if or where not so registered or licensed, the Agent and U.S. Affiliate have been received.acted only through members of a Selling Group who are so registered or licensed; and (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending U.S. Affiliate and their representatives have not engaged in or threatenedauthorized, which might materially adversely affect and will not engage in or authorize, any form of general solicitation or general advertising in connection with or in respect of the Agent’s performance under this AgreementNotes in any newspaper, magazine, printed media of general and regular paid circulation or any similar medium, or broadcast over radio or television or other telecommunications, including electronic display, or otherwise or conducted any seminar or meeting concerning the offer or sale of the Units whose attendees have been invited by any general solicitation or general advertising.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsAlpena Parties that: (a) The Agent is a corporation and is validly existing and in good standing under the laws of the State of New York Jersey with full power and authority to provide the services to be furnished to the Company and the Bank Alpena Parties hereunder. (b) The execution execution, delivery and delivery performance of this Agreement and the Letter Agreement and the consummation of the transactions contemplated hereby herein and therein have been duly and validly authorized by all necessary corporate action on the part of the Agent, and each of this Agreement has been duly and validly executed and delivered by the Agent and Letter Agreement is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ ' rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empoweredhave, and until the Offerings are consummated or terminated shall have maintain, all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery No action, suit, charge or proceeding before the Commission, the NASD, any state securities commission or any court is pending, or to the knowledge of this Agreement by the Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the consummation ability of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or perform its property is boundobligations under this Agreement. (e) No approval Agent is registered as a broker/dealer pursuant to Section 15(b) of any regulatory or supervisory or other public authority the 1934 Act and is required in connection with a member of the Agent’s execution and delivery National Association of this AgreementSecurities Dealers, except as may have been receivedInc. (the "NASD"). (f) There is no suit or proceeding or charge or action before or Any funds received in the Offerings by any court, regulatory authority or government agency or body or, the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreementextent applicable.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Central Federal Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Central Federal Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect would have a material adverse effect upon the Agent’s performance under this Agreement.

Representations and Warranties of the Agent. The Agent ------------------------------------------- represents and warrants to the Company Company, the MHC and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York Delaware with full power and authority to provide the services to be furnished to the Company Bank, the MHC and the Bank Company hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a the legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; , including appropriate licenses and the Agent is a registered selling agent Company's approvals in each of the jurisdictions various states in which the Shares are to securities shall be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offeringoffered. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s 's execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or of action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s 's performance under of this Agreement. Section 5.1 Covenants of the Company, the MHC and the Bank. The Company, ---------------------------------------------- the MHC and the Bank hereby jointly and severally covenant with the Agent as follows: (a) The Company has filed the Registration Statement with the Commission. The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object. (b) The MHC has filed the Conversion Application with the OTS. The Bank will not, at any time after the Conversion Application is approved by the OTS, file any amendment or supplement to such Conversion Application without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object. (c) The Company and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the Conversion Application to be approved by the OTS and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) when the Conversion Application, as amended, has been approved by the OTS; (iii) of any comments from the Commission, the OTS or any other governmental entity with respect to the Conversion or the transactions contemplated by this Agreement; (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement or the Conversion Application or for additional information; (v) of the issuance by the Commission, the OTS or any other governmental entity of any order or other action suspending the Offering or the use of the Registration Statement or the Prospectus or any other filing of the Company or the Bank under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) the issuance by the Commission, the OTS or any state authority of any stop order suspending the effectiveness of the Registration Statement or the approval of the Conversion Application, or of the initiation or threat of initiation or threat of any proceedings for any such purpose; or (vii) of the occurrence of any event mentioned in paragraph (h) below. The Company, the MHC and the Bank will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any state authority of any such order and, if any such order shall at any time be issued, (ii) to obtain the lifting thereof at the earliest possible time. (d) The Company, the MHC and the Bank will deliver to the Agent and to its counsel two conformed copies of the Registration Statement and the Conversion Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company, the MHC and the Bank will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any NASD and blue sky filings. (e) The Company, the MHC and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this offering) is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934 (the "1934 Act"), such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the rules and regulations promulgated under the 1934 Act (the "1934 Act Regulations"). The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent. (f) The Company, the MHC and the Bank will comply with any and all material terms, conditions, requirements and provisions with respect to the Conversion and the transactions contemplated thereby imposed by the Commission, the OTS, the Conversion Regulations or the OTS, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, the Company, the MHC and the Bank will comply, at their own expense, with all material requirements imposed upon them by the Commission, the OTS, the Conversion Regulations or the OTS, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus. (g) If, at any time during the period when the Prospectus relating to the Shares is required to be delivered, any event relating to or affecting the Company, the MHC or the Bank shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company, the MHC and the Bank or in the reasonable opinion of the Agent's counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company and the Bank will at their expense, prepare and file with the Commission and the OTS and furnish to the Agent a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the Company, the MHC and the Bank each will timely furnish to the Agent such information with respect to itself as the Agent may from time to time reasonably request. (h) The Company, the MHC and the Bank will take all necessary actions, in cooperating with the Agent, and furnish to whomever the Agent may direct, such information as may be required to qualify or register the Shares for offering and sale by the Company or to exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Company, the MHC and the Bank may reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business in any jurisdiction in which it is not so qualified. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction. (i) The liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders will be duly established and maintained by the Bank in accordance with the requirements of the OTS, and such Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain their savings accounts in the Bank will have an inchoate interest in their pro rata portion of the liquidation account which shall have a priority superior to that of the holders of shares of Common Stock in the event of a complete liquidation of the Bank. (j) The Company, the MHC and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without the Agent's prior written consent, any shares of Common Stock other than the Shares or other than in connection with any plan or arrangement described in the Prospectus. (k) The Company shall maintain the effectiveness of the registration of its Common Stock under Section 12 (g) of the 1934 Act for not less than three (3) years or such shorter period as may be required by the OTS. (l) During the period during which the Company's Common Stock is registered under the 1934 Act or for three years from the date hereof, whichever period is greater, the Company will furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report of the Company (including a consolidated balance sheet and statements of consolidated income, stockholders' equity and cash flows of the Company and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act). (m) During the period of three years from the date hereof, the Company will furnish to the Agent: (i) as soon as practicable after such information is publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to stockholders), (ii) a copy of each other non-confidential report of the Company mailed to its stockholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and information with respect to the Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential information concerning the Company or the Bank as the Agent may reasonably request. (n) The Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption "Use of Proceeds." (o) Other than as permitted by the Conversion Regulations, the Home Owners Loan Act of 1933 (the "HOLA"), the 1933 Act, the 1933 Act Regulations, and the laws of any state in which the Shares are registered or qualified for sale or exempt from registration, neither the Company, the MHC nor the Bank will distribute any prospectus, offering circular or other offering material in connection with the offer and sale of the Shares. (p) The Company will use its best efforts to (i) encourage and assist two market makers to maintain a market for the Shares and (ii) continue to list the Shares on the Nasdaq National Market. (q) The Bank will maintain appropriate arrangements for depositing all funds received from persons mailing subscriptions for or orders to purchase Shares in the Offerings on an interest bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Bank's obligation to refund payments received from persons subscribing for or ordering Shares in the Offerings in accordance with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The Bank will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Bank to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus. (r) The Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with the NASD's "Interpretation Relating to Free Riding and Withholding." (s) Neither the Bank nor the MHC will amend the Plan of Conversion without notifying the Agent prior thereto. (t) The Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall provide the Agent with any information necessary to assist the Company in allocating the Shares in such event and such information shall be accurate and reliable. (u) Prior to the Closing Date, the Company, the MHC and the Bank will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement, the Conversion Application and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as followsthat: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the Company and the Bank Magyar Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, terms (except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership reorganization or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) or by general equity principles principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable as against public policy). (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company Magyar in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or charge or action before or by any court, regulatory authority or government agency or body court is pending or, to the knowledge of the Agent, pending or threatened, which might materially against Agent which, if determined adversely affect to Agent, would have a material adverse effect upon the Agent’s performance ability of Agent to perform its obligations under this Agreement.

Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank Pilgrim Parties as follows: (a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to provide the services to be furnished to the Company and the Bank Pilgrim Parties hereunder. (b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law. (c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. (d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the articles of incorporation or bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound. (e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. (f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent’s performance under this Agreement.