Common use of Retention of Agent; Compensation; Sale and Delivery of the Shares Clause in Contracts

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties as to the matters set forth in the letter agreement, dated December 23, 2013, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014. The Management Fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.00% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation). The Management Fee will be credited against the success fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23April 15, 20132004, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 8 hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 4,080,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $12,500 commencing with the adoption of the Plan. The Management Fee parties hereto acknowledge that $ of such management fee has been paid as of the date hereof. This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of 1.00the Offering of 1.25% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, director emeritus or employees (or members of their immediate familyfamilies) of the Bank and the ESOP and any tax-qualified or non-qualified employee benefit stock based compensation plans (except IRAs) or any charitable foundation established similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee described in (a) above will be credited applied against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Bank upon consultation with the Holding CompanyAgent. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested Any fees paid pursuant to provide significant services, the Agent this subsection (c) shall be entitled in lieu of, and not in addition to, fees paid pursuant to additional compensation for such services not to exceed $25,000subsection (b) above. (d) The Holding Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000couriers. In addition, the Holding Company will Bank shall reimburse the Agent for the fees and expenses of its counsel which will not to exceed $75,000. In 40,000, and which do not include legal fees to complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form to reflect a period later than that set forth in Common Shares under the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000various state securities "Blue Sky" laws. The Holding Company Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, "Blue Sky Sky," and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Holding Company’s Bank's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. The Company or the Bank will reimburse the Agent for any such expenses incurred by the Agent on their behalf. Full payment of Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 23September 10, 20132010, between the Bank and the Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Bank and the Holding and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,040,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in October 2010. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.50% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Xxxxx Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA’s) or any charitable foundation established similar plan created by the Melrose Parties (Holding Company or any shares contributed to such the Bank for some or all of their directors or employees. In addition, a foundation)Success Fee of 2.0% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00025,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00070,000. In The reasonable out-of-pocket expenses of the event Agent and the fees and expenses of unusual circumstances or delays or a re-solicitation in connection with the offeringits counsel may be increased up to $50,000 and $80,000, including respectively, in the event of a material delay in resolicitation or other unusual circumstance with the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000Offering. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23May 26, 20132010, between the Bank Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 6,800,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00040,000, which was already paid payable in two separate equal four consecutive monthly installments on December 23of $10,000 each, 2013 and March 11, 2014commencing June 2010. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.0% shall be paid based on of the aggregate purchase price dollar amount of the Shares sold in the Subscription and Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRA’s) or any charitable foundation established similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of their directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement. KBW will serve as sole book-running manager and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”) will serve as co-manager of the Syndicated Community Offering. With respect to any Shares sold by KBW or any other FINRA member firm under any selected dealers agreement in a Syndicated Community Offering, the Company agrees to pay (a) the sales commission payable to the selected dealer under such agreement and (b) a management fee to KBW of one percent (1.0%) of the aggregate Actual Purchase Price of the Shares sold in the Syndicated Community Offering, it being understood that 80% of such management fee shall be entered into between the Holding Company allocated to KBW and Agent20% of such management fee shall be allocated to Sterne Agee. Agent KBW will endeavor to distribute the Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent will be paid a The management fee, along with the fee payable by the Company to KBW for sales of the Shares in the Syndicated Community Offering shall not to exceed 6.05.5% of the aggregate purchase price dollar amount of the Shares Common Stock sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in provided that KBW shall endeavor to limit the Syndicated Community Offering, aggregate fees to be paid to the Selected Dealers to an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Selected Dealers. (d) The Holding Company Agent shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent be reimbursed for fees and expenses of its counsel not to exceed $75,000. In the event of 60,000 assuming no unusual circumstances or delays delays, or a re-solicitation resolicitation in connection with the offeringOffering. Reimbursable expenses, including direct out-of-pocket expenses of KBW and the fees and expenses of its counsel may be increased, by mutual consent, in an amount not to exceed $15,000 in the event of a material delay in the offering that Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in March 31, 2010 (excluding the original filing inclusion of the Registration Statement“ Recent Developments ” disclosure required by OTS) . The Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the expenses in the prior sentence to the extent they are paid by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23September 19, 20132007, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)Agent. It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, laws or regulations or applicable decisions or ordersorders of courts or government authorities. The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) and Section 5(h) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 90 days after the completion of the Subscription Offering (unless the Company, the Bank and the Agent agree in writing to extend such period) (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event that the Holding Offering is not consummated for any reason, including but not limited to the inability of the Company is unable to sell a minimum of 2,210,000 __________ Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 5(h), 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action a breach of a warranty, representation or inaction covenant of the AgentAgent contained herein, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 25,000 payable in two separate equal consecutive monthly installments on December 23, 2013 and March 11, 2014of $12,500 commencing with the adoption of the Plan by the Bank. The Management Fee This fee shall be deemed to have been due as it is earned when dueand shall be non-refundable. Should In the event that the Offering be is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee upon completion of 1.00% shall be paid based on the aggregate purchase price Offering of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation). The Management Fee will be credited against the success fee paid pursuant to this paragraph$85,000. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Public Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Bank upon consultation with the Holding CompanyAgent. IfIn the event any fees are paid pursuant to this subparagraph 2(c), as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent such fees shall be entitled in lieu of, and not in addition to, any fees for the sale of Shares payable pursuant to additional compensation for such services not to exceed $25,000subparagraph 2(b). (d) The Holding Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, provided such expenses do not to exceed $15,00010,000. In addition, The Bank and the Holding Company will shall reimburse the Agent for the fees and expenses of its counsel not up to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00035,000. The Holding Company Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Industry Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding CompanyBank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. The Company or the Bank will reimburse the Agent for any such expenses incurred by the Agent on their behalf. Full payment of Agent’s actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23June 26, 20132007, between the Bank MHC, the Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 11,900,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00050,000, payable in four consecutive monthly installments of $12,500, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$ has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,00030,000. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel, which will not exceed $50,000, plus reasonable out-of-pocket expenses of such counsel not to exceed $75,0005,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update Any additional expenses incurred by KBW on behalf of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent Company shall be reimbursed for its by the Company provided such expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000are approved in advance by the Company. The Company, the MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreementagreements, each dated December 23January 7, 20132011, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The Except as otherwise specifically provided herein, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 [2,890,000] Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00025,000, payable in four consecutive monthly installments of $6,250 each, [all of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014has been paid]. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.25% shall be paid based on of the aggregate purchase price dollar amount of the Shares sold in the Subscription and Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company or the Bank plus any ESOP, tax-qualified or nonstock-qualified employee benefit based compensation plans (except individual purchases through IRAs) or similar plan created by the Bank for some or all of its directors or employees, or any charitable foundation established by the Melrose Parties Company (or any shares contributed to such a foundation). The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a) above. (c) A success fee of 2.0% of the aggregate dollar amount of the Shares sold in the Community Offering. The Success Fee described in this subparagraph 2(c) shall be reduced by the Management Fee described in subparagraph 2(a) above. (d) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Shares among dealers the Selected Dealers in a fashion which that best meets the distribution objectives of the Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price dollar amount of the Shares sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company and the Bank upon consultation with KBW. (e) A fee of $20,000 in connection with the Holding Company. If, as a result of any resolicitation of subscribers, performance by the Agent reasonably determines that it of the services of Conversion Agent in connection with the Conversion. Such Conversion Agent Fee shall be payable in two installments of $10,000 each, of which $10,000 has already been paid. The Agent shall also be entitled to reimbursement of its reasonable documented out-of-pocket expenses incurred in connection with acting as Conversion Agent, which are not expected to exceed $5,000, regardless of whether the Offering is required or requested to provide significant services, the consummated. (f) The Agent shall be entitled to additional compensation reimbursed for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00020,000 without the approval of the Company. In addition, the Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,000. In the event of unusual circumstances or delays a material delay or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementOffering, the Agent shall be reimbursed for its expenses Company and the Bank will provide additional reimbursement to KBW in an amount not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00025,000. The Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Holding Company’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationOffering; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of (i) the Closing Date, (ii) the End Date, or (iii) a determination by the Company or the Bank to terminate or abandon the Offering.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Meetinghouse Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Meetinghouse Parties as to the matters set forth in the letter agreement, dated December 2312, 20132011, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Meetinghouse Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Meetinghouse Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 425,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00025,000, which was already paid in two separate equal consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in January 2012. The Management Fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.25% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings Offering excluding Shares purchased by the Melrose Meetinghouse Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or similar plan created by the Meetinghouse Parties for some or all of their directors or employees or any charitable foundation established by the Melrose Meetinghouse Parties (or any shares contributed to such a foundation). In addition, a success fee of 2.00% shall be paid on the aggregate purchase price of Shares sold in the Community Offering. The minimum success fee shall be $150,000. The Management Fee will be credited against the success fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,0005,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00080,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and including any additional expenses of its counsel not up to exceed an additional a maximum of $15,000110,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose 1st Security Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose 1st Security Parties as to the matters set forth in the letter agreement, dated December 23September 21, 20132011, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose 1st Security Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose 1st Security Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,082,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 40,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in October 2011. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.00% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose 1st Security Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or any charitable foundation established similar plan created by the Melrose 1st Security Parties (for some or any shares contributed to such all of their directors or employees. In addition, a foundation)Success Fee of 2.00% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00010,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and including any additional expenses of its counsel not up to exceed an additional a maximum of $15,00095,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Meetinghouse Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Meetinghouse Parties as to the matters set forth in the letter agreement, dated December 2312, 20132011, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Meetinghouse Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Meetinghouse Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 425,000 Shares within the period herein providedprovided and unless this Agreement is renewed as described in the immediately preceding paragraph, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00025,000, which was already paid in two separate equal consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in January 2012. The Management Fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.25% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings Offering excluding Shares purchased by the Melrose Meetinghouse Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or similar plan created by the Meetinghouse Parties for some or all of their directors or employees or any charitable foundation established by the Melrose Meetinghouse Parties (or any shares contributed to such a foundation). In addition, a success fee of 2.00% shall be paid on the aggregate purchase price of Shares sold in the Community Offering. The minimum success fee shall be $150,000. The Management Fee will be credited against the success fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,0005,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and including any additional expenses of its counsel not up to exceed an additional a maximum of $15,000110,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23July 20, 20132010, between the MHC, the Mid-Tier Holding Company, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the Commissioner and the FDIC. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,000, payable in four consecutive monthly installments of $7,500 each, all of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.000.75% shall be paid based on of the aggregate purchase price dollar amount of the Shares sold in the Subscription Offering and the Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Shares among dealers the Selected Dealers in a fashion which that best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price dollar amount of the Shares sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not up to exceed a maximum of $15,00050,000 without the approval of the Company. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,000100,000. In the event of unusual circumstances or delays a material delay or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementOfferings, the Agent shall be reimbursed for its expenses Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW in an amount not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00050,000. The Company, the MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23November 3, 20132009, between the Bank Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 998,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,000, payable in four consecutive monthly installments, all of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.5% shall be paid based on of the aggregate purchase price dollar amount of Shares the common stock sold in the Subscription Offering and a success fee of 2.5% of the aggregate dollar amount of the common stock sold in the Community Offerings Offering, each if the Conversion is consummated, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any the Mid-Tier Holding Company for some or all of its directors or employees. It is understood and agreed to by the parties that shares contributed held by stockholders of the Mid-Tier Holding Company other than the MHC, which are exchanged for Company Common Shares shall not be subject to such a foundation)the Success Fee. The minimum success fee will be $150,000. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.0% of the aggregate purchase price dollar amount of the Shares common stock sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environmentenvironment not to exceed 3.0%. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not up to exceed a maximum of $15,0007,500 without the approval of the Company, which may be increased up to $15,000 only in the case of a Syndicated Community Offering. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,00050,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Sound Financial Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Sound Financial Parties as to the matters set forth in the letter agreementagreements, dated December 23February 1, 20132012, between among the MHC, the Mid-Tier, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). It is acknowledged by the Melrose Sound Financial Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Sound Financial Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 1,105,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and of $12,500 commencing in March 11, 20142012. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.00% shall be paid based on the aggregate purchase price Purchase Price of the Shares sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Sound Financial Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or any charitable foundation established similar plan created by the Melrose Sound Financial Parties for some or all of their directors or employees or by the foundation (or any shares contributed to such a the foundation). In addition, a Success Fee of 2.00% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in Section 2(a) above will be credited against the success fee Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, etc. not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and expenses, including any additional expenses of its counsel not counsel, up to exceed an additional a maximum of $15,000120,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion and Offering; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book-running manager in the Underwritten Offering (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Blue Hills Parties as to the matters set forth in the letter agreementagreements, dated December 23October 7, 2013, between among the MHC, the Mid-Tier, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). It is acknowledged by the Melrose Blue Hills Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering, Community Offering, and Syndicated Offering or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Blue Hills Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four installments of $12,500 on the first day of October 2013, which was already paid in two separate equal installments on December 232013, 2013 March 2014 and March 11, June 2014. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.000.85% shall be paid based on the aggregate purchase price of the Shares sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Blue Hills Parties’ officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or any charitable foundation established similar plan created by the Melrose Blue Hills Parties for some or all of their directors or employees or by the foundation (or any shares contributed to such a the foundation). In addition, a Success Fee of 0.85% shall be paid on the aggregate purchase price of Shares sold in the Community Offering. The Management Fee described in Section 2(a) above will be credited against the success fee Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.25% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. (d) The Holding Company may engage Agent to offer the Shares to certain members of the general public in the Underwritten Offering with Agent acting as sole book-running manager. In the event that Agent sells Shares in the Underwritten Offering, the underwriting discount will equal 5.25% of the aggregate Purchase Price of the Shares sold in the Underwritten Offering to Agent and to any other broker-dealer participating as an underwriter in the Underwritten Offering. (e) If, as a result of any resolicitation of subscriberssubscribers undertaken by the Holding Company, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall will be entitled to additional compensation for such services services, which additional compensation will not to exceed $25,00050,000. (df) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, etc. not to exceed $15,00025,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000100,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its additional expenses not up to exceed a maximum of $10,000 in the case of additional out-of-pocket expenses of the Agent, and up to an additional $10,000 25,000 in the case of additional fees and any additional expenses of its counsel not to exceed an additional $15,000the Agent’s counsel. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion and Offering; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and, to the extent applicable, Commonwealth, as to the matters set forth in the letter agreement, dated December 23August 14, 20132014, between the Bank Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by Each of the Melrose Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription and Community Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 95,709 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it the Company may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder: (a) A The Company will pay Agent a management fee (the “Management Fee”) of $30,00020,000.00, which was already paid payable in two separate equal consecutive monthly installments on December 23of $10,000.00 commencing with the first month following the regulatory approval of the Plan, 2013 and March 11, 2014of which $__________ has been paid as of the date of this Agreement. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A The Company will pay Agent a success fee of 1.00% shall be paid based on $100,000.00 for the aggregate purchase price of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)Offering. The Management Fee management fee described in paragraph 2(a) above will be credited against the success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto on to selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-/dealers will be made by Agent the Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company shall will reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, clerical assistance, listings, forms photocopying, telephone, facsimile and couriers not to exceed $15,00010,000.00. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00050,000.00. In Agent and the event of unusual circumstances or delays or a re-solicitation Company acknowledge that such expense cap may be increased by mutual consent in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses amounts not to exceed an $10,000.00 for additional Agent out-of-pocket expenses and $10,000 15,000.00 for additional fees and any additional expenses of its counsel not to legal counsel. In no event will out-of-pocket expenses, including fees and expenses of counsel, exceed an additional $15,00085,000.00. The Holding provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained in this Agreement. (e) The Company will bear the expenses of the Offering customarily borne by issuers issuers, including, without limitation, regulatory filing fees, SEC, Blue Sky blue sky and Financial Institution Industry Regulatory Authority (“FINRA”) filing and registration fees; Depository Trust Company (“DTC”) eligibility fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationOffering; fees for blue sky legal work; and the fees set forth under in this Section 2. If Agent incurs expenses on behalf of the Company, the Company will reimburse Agent for such expenses. (f) The Agent will also receive (i) a retainer fee of $25,000 for certain financial advisory services set forth in the letter agreement, dated August 14, 2014, between the Company and the Agent (a copy of which is attached hereto as Exhibit B), $_______ of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering, and (ii) a contingent fee of $75,000 at the time of closing of the acquisition of Commonwealth by the Company. The Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with such services up to a maximum of $10,000, regardless of whether the acquisition of Commonwealth is consummated. (g) The Company will pay to the Agent a conversion agent fee of $5,000 for certain conversion agent services to be provided in connection with the conversion of Commonwealth and the Conversion Merger, which also includes records processing services, which amount will be payable upon the consummation of the Offering, as set forth in the letter agreement dated December 12, 2014, between the Company and the Agent (a copy of which is attached hereto as Exhibit C). (h) The Agent will also be reimbursed for its reasonable out-of-pocket expenses in connection with its conversion agent services in an amount not to exceed $2,500. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent will be paid the fees and reimbursements due to the date of such termination pursuant to subparagraphs (d), (e), (f) and (h) above. Full payment of the Agent’s expenses and compensation as set forth in this Section 2 shall be made in next day clearinghouse funds on the earlier of the Closing Date or a determination by the Company or the Bank to terminate or abandon the Offering.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Shares of the Shares Company's Common Stock and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated December 23June 8, 2013, 1998 between the Bank and the Agent (the “Advisory Letter Agreement”) KBW (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 8 and 9 hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than the date (the "End Date") which is 45 days after the completion of the Subscription Offering Closing Date (the “End Date”as hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 5,950,000 Shares (or such lesser amount approved by the Superintendent and the FDIC) within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agentterminated, the Agent shall be paid the fees reimbursed for its actual accountable out-of-pocket expenses (including its counsel's fees) due to the date of such termination pursuant to subparagraphs this section. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (aas hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and (d) belowits counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, 40,000 payable in four consecutive monthly installments of $10,000 (previous receipt of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014is hereby acknowledged). The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.20% shall be paid based on of the aggregate purchase price Purchase Price of Common Shares sold in the Subscription and Community Offerings Offering (excluding Shares shares purchased by the Melrose Parties’ Bank's officers, directors, or employees (or members of their immediate familyfamilies) and plus any employee plans, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA's) or any charitable foundation established similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee described in (a) above will be credited applied against the success fee paid pursuant to this paragraphSuccess Fee. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, Agent KBW will seek to form a syndicate of registered broker-dealers to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, who assist in the Syndicated Community Offeringoffering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.market

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23April 6, 20132009, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,975,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 30,000 payable in two separate equal five consecutive monthly installments on December 23, 2013 and March 11, 2014of $6,000 commencing in May 2009. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.25% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Company’s officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA’s) or similar plan created by the Company or the Bank for some or all of their directors or employees, or any charitable foundation established by the Melrose Parties Company (or any shares contributed to such a foundation). In addition, a Success Fee of 2.5% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00025,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00050,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Madison Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the sale by the Holding Company of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Madison Parties as to the matters set forth in the letter agreement, dated December 23June 26, 20132014, by and between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of each of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, (the “End Date”)) unless the Madison Parties and the Agent agree in writing to extend such period and the OCC agrees to extend the period of time in which the Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Madison Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event that the Holding Company is unable Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,210,000 1,530,000 Shares within the period herein provided, (including any permitted extension thereof), or such other minimum number of shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 77 , 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 25,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, of $6,250 commencing with July 2014. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.00% shall be $200,000 paid based on at the aggregate purchase price closing of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)Conversion. The Management Fee management fee described in Section 2(a) above will be credited against the success fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent the Holding Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (di) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including but not limited to costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, not to exceed $15,0005,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00080,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall such expense cap may be reimbursed for its expenses increased by additional amounts not to exceed an additional $10,000 and any 5,000 in the case of additional out-of-pocket expenses of its counsel not to exceed the Agent, and an additional $15,00010,000 in the case of additional fees and expenses of the Agent’s counsel. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion and Offering; and the fees set forth under this Section 22 .

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23October 27, 20132005, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. 2Next Page The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event that the Holding Offering is not consummated for any reason, including but not limited to the inability of the Company is unable to sell a minimum of 2,210,000 ______ Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action a breach of a warranty, representation or inaction covenant of the AgentAgent contained herein, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $12,250 commencing with the adoption of the Plan. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price Purchase Price of the Shares sold in the Subscription Offering and Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ Bank's officers, directors, or employees (or members of their immediate family) and plus any employee stock ownership plan ("ESOP"), tax-qualified or non-qualified employee benefit stock based compensation plans (except IRAs) or any charitable foundation established similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee described in subparagraph 2(a) will be credited applied against the this success fee paid pursuant to this paragraph.fee. 3Next Page (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Public Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Bank upon consultation with the Holding CompanyAgent. IfIn the event any fees are paid pursuant to this subparagraph 2(c), as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent such fees shall be entitled in lieu of, and not in addition to, any fees for the sale of Shares payable pursuant to additional compensation for such services not to exceed $25,000subparagraph 2(b). (d) The Holding Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, provided such expenses do not to exceed $15,00050,000 without prior approval of the Bank. In addition, the Holding The Bank and Company will shall reimburse the Agent for the fees and expenses of its counsel (which do not include legal fees to exceed $75,000. In complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form Common Shares under the various state securities "Blue Sky" laws) up to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00045,000. The Holding Company Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, "Blue Sky Sky," and Financial Institution Regulatory Authority National Association of Securities Dealers, Inc. (“FINRA”"NASD") filing and registration fees; the fees of the Holding Company’s Bank's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. The Company or the Bank will reimburse the Agent for any such expenses incurred by the Agent on their behalf. Full payment of Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and Elk County hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Elk County with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making [and in syndicate formation (if necessary)]. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and Elk County as to the matters set forth in the letter agreement, dated December 23July 21, 20132009, between the Bank Company and Elk County and the Agent (the “Advisory "Letter Agreement”) (," a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and Elk County that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended expended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell Shares with a minimum value of 2,210,000 Shares $1,955,000 (or such lesser amount approved by the OTS and the PDB) within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8, and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00025,000 payable in four consecutive monthly installments of $6.250 each commencing with the execution of the Letter Agreement, of which was already $ has been paid in two separate equal installments on December 23, 2013 and March 11, 2014as of the date hereof. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of 1.00% shall be paid based on the aggregate purchase price Offering of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation). The Management Fee will be credited against the success fee paid pursuant to this paragraph$ . (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company and Elk County, the Agreement and Plan of Conversion Merger and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, on to the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, not to exceed $15,0007,500. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its the fees of the Agent's counsel which will not exceed $30,000 (which to not include legal fees, if any, to complete the qualification of the Common Shares under the various state securities "Blue Sky" laws), and expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,0005,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“"FINRA”") filing and registration fees; the fees of the Holding Company’s 's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; , and the fees set forth under this Section 2. Full payment of the Agent's expenses and compensation as set forth in this Section 2 shall be made in next day clearinghouse funds on the earlier of the Closing Date or a determination by the Company or Elk County to terminate or abandon the Offering.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Madison Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the Holding Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Madison Parties as to the matters set forth in the letter agreement, dated December 23January 12, 20132012, between the Bank Bank, the MHC, the Mid-Tier and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Madison Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 3,060,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in February 2012. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.25% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings Offering, excluding Shares purchased by the Melrose Madison Parties’ officers, directors, or employees (or members of their immediate family) and any employee stock ownership plan, tax-qualified or non-qualified employee benefit stock based compensation plans (including, without limitation, the 401(k) plan) or any charitable foundation established similar plan created by the Melrose Madison Parties (for some or any all of their directors or employees, but including individual retirement accounts and compensation plans for persons other than the Madison Parties’ officers, directors or employees or members of their immediate families. In addition, a successes fee of 2.0% shall be paid based on the aggregate purchase price of shares contributed to such a foundation)sold in the Direct Community Offering. The Management Fee management fee described in paragraph 2(a) above will be credited against the first success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not equal to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent the Holding Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offering, including Offerings. The Agent and the Holding Company acknowledge that such expense cap may be increased by mutual consent in amounts not to exceed $5,000 for additional out of pocket expenses and $25,000 for additional fees and expenses of legal counsel in the event of unusual circumstances, delay or a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000re-solicitation. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; DTC eligibility fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan advisor, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganization; fees for Blue Sky legal work; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Madison Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank Madison Parties with respect to the Holding Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Madison Parties as to the matters set forth in the letter agreement, dated December 23January 12, 20132012, between the Bank Bank, the MHC, the Mid-Tier and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Madison Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Madison Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,762,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in February 2012. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.25% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings Offering, excluding Shares purchased by the Melrose Madison Parties’ officers, directors, or employees (or members of their immediate family) and any employee stock ownership plan, tax-qualified or non-qualified employee benefit stock based compensation plans (including, without limitation, the 401(k) plan) or any charitable foundation established similar plan created by the Melrose Madison Parties (for some or any all of their directors or employees, but including individual retirement accounts and compensation plans for persons other than the Madison Parties’ officers, directors or employees or members of their immediate families. In addition, a successes fee of 2.0% shall be paid based on the aggregate purchase price of shares contributed to such a foundation)sold in the Direct Community Offering. The Management Fee management fee described in paragraph 2(a) above will be credited against the first success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not equal to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent the Holding Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offering, including Offerings. The Agent and the Holding Company acknowledge that such expense cap may be increased by mutual consent in amounts not to exceed $5,000 for additional out of pocket expenses and $25,000 for additional fees and expenses of legal counsel in the event of unusual circumstances, delay or a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000re-solicitation. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; DTC eligibility fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan advisor, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganization; fees for Blue Sky legal work; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23November 3, 20132009, between the Bank MHC, the Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 998,750 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,000, payable in four consecutive monthly installments, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$_____ has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.5% shall be paid based on of the aggregate purchase price dollar amount of Shares the common stock sold in the Subscription Offering and a success fee of 2.5% of the aggregate dollar amount of the common stock sold in the Community Offerings Offering, each if the Conversion is consummated, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any the Mid-Tier Holding Company for some or all of its directors or employees. It is understood and agreed to by the parties that shares contributed held by shareholders of the Mid-Tier Holding Company other than the MHC, which are exchanged for Company Common Shares shall not be subject to such a foundation)the Success Fee. The minimum services fee will be $150,000. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, [subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement]. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.0% of the aggregate purchase price dollar amount of the Shares common stock sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environmentenvironment not to exceed 6.0%. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,0007,500 without the approval of the Company. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,00050,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23July 6, 20132006, between the Bank Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 12,750,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00050,000, payable in four consecutive monthly installments of $12,500, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$ has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,00040,000. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,00060,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 23June 24, 20132010, between the Bank and the Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Bank and the Holding and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,507,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in July 2010. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.25% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Holding Company’s officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA’s) or any charitable foundation established similar plan created by the Melrose Parties (Holding Company or any shares contributed to such the Bank for some or all of their directors or employees. In addition, a foundation)Success Fee of 1.25% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00025,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00070,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company Company, the MHC and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC and the Bank as to the matters set forth in the letter agreement, dated December 23January 12, 20132011, between the MHC, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the Commissioner and the FDIC. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 11,050,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00050,000, payable in four consecutive monthly installments of $12,500 each, all of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.0% shall be paid based on of the aggregate purchase price dollar amount of the Shares sold in the Subscription Offering and the Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and any of the Company, the MHC or the Bank, shares purchased by the Company’s or the Bank’s employee stock ownership plan, tax-qualified or nonstock-qualified employee benefit based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans), or similar plans created by the Melrose Parties (Company for some or any all of their directors or employees, and shares contributed to such a foundation)the Foundation. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which that best meets the distribution objectives of the Holding Company Company, the MHC, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price dollar amount of the Shares sold in the Syndicated Community Offering. From this fee, Agent KBW will pass onto selected broker-dealers, on to the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not up to exceed a maximum of $15,00050,000 without the approval of the Company. In addition, the Holding Company Company, the MHC and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,000100,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offeringOfferings. KBW and the Company acknowledge that such expense cap may be increased by mutual consent in an amount not to exceed $25,000 for additional out of pocket expenses and $50,000 for additional fees and expenses of counsel, including in the event of a material delay in the offering that Offerings which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementProspectus. The Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Holding Company, the MHC’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23May 26, 20132010, between the Bank Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”)) unless extended by the OTS. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 6,800,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00040,000, which was already paid payable in two separate equal four consecutive monthly installments on December 23of $10,000 each, 2013 and March 11, 2014commencing June 2010. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.001.0% shall be paid based on of the aggregate purchase price dollar amount of the Common Shares sold in the Subscription and Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRA’s) or any charitable foundation established similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of their directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement. KBW will serve as sole book-running manager and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”) will serve as co-manager of the Syndicated Community Offering. With respect to any shares of the common stock sold by KBW or any other FINRA member firm under any selected dealers agreement in a Syndicated Community Offering, the Company agrees to pay (a) the sales commission payable to the selected dealer under such agreement and (b) a management fee to KBW of one percent (1.0%) of the aggregate Actual Purchase Price of the shares of Common Stock sold in the Syndicated Community Offering, it being understood that 80% of such management fee shall be entered into between the Holding Company allocated to KBW and Agent20% of such management fee shall be allocated to Sterne Agee. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent will be paid a The management fee, along with the fee payable by the Company to KBW for sales of the Common Shares in the Syndicated Community Offering shall not to exceed 6.05.5% of the aggregate purchase price dollar amount of the Shares Common Stock sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in provided that KBW shall endeavor to limit the Syndicated Community Offering, aggregate fees to be paid to the Selected Dealers to an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Selected Dealers. (d) The Holding Company Agent shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent be reimbursed for fees and expenses of its counsel not to exceed $75,000. In the event of 60,000 assuming no unusual circumstances or delays delays, or a re-solicitation resolicitation in connection with the offeringOffering. Reimbursable expenses, including direct out-of-pocket expenses of KBW and the fees and expenses of its counsel may be increased, by mutual consent, in an amount not to exceed $15,000 in the event of a material delay in the offering that Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementMarch 31, 2010. The Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) FINRA filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering Offering, and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23June 26, 20132006, between the Bank Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 1,625,625 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 25,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $6,250 commencing with the adoption of the Plan. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Bank's officers, directors, or employees (or members of their immediate family) and any or their IRAs, or the ESOP, tax qualified or non-qualified employee benefit stock based compensation plans or any charitable foundation established similar plans created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee will be credited applied against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. IfIn the event, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and facsimile, couriers not to exceed $15,00020,000. In addition, the Holding Company will reimburse the Agent for legal fees and expenses of its paid to the Agent's legal counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 40,000 and any additional expenses of its Agent's legal counsel not to exceed an additional $15,0005,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, "Blue Sky Sky," and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Holding Company’s 's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares Common Stock and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23February 20, 20132007, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, or the Bank or upon termination of the Offering, but in no event later than [45 days days] after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 7,650,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00040,000, payable in four consecutive monthly installments of $10,000, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014[$_____] has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee upon completion of 1.00the Offering of 0.80% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Bank plus any ESOP, charitable foundations, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRAs) or any charitable foundation established similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of Shares such Common Stock on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Shares Common Stock among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,00025,000. In addition, the Holding Company Bank will reimburse KBW for the Agent for professional fees and expenses of its counsel counsel, which will not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00050,000. The Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Holding CompanyBank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Sugar Creek Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Sugar Creek Parties as to the matters set forth in the letter agreementagreements, dated December 23September 13, 2013, between among the MHC, the Mid-Tier, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). It is acknowledged by the Melrose Sugar Creek Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Sugar Creek Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 455,358 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00040,000 payable in four consecutive monthly installments of $10,000 commencing in October, which was already paid in two separate equal installments on December 23, 2013 and March 11, 20142013. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.00% $200,000 shall be paid based on the aggregate purchase price completion of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)Offering. The Management Fee described in Section 2(a) above will be credited against the success fee Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, etc. not to exceed $15,00010,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00050,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and expenses, including any additional expenses of its counsel not counsel, up to exceed an additional a maximum of $15,00020,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion and Offering; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent and St. Jxxxx hereby appoints the Agent as its records agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank St. Jxxxx with respect to the Company’s sale of the Shares in the Offering and (ii) to participate act as sole book running manager in connection with the solicitation of purchase orders for Shares in the Offering in the areas of market making and in syndicate formation (Syndicated Community Offering, if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment appointments and agrees to consult with and advise the Melrose Parties Company, the Bank and St. Jxxxx as to the matters set forth in the letter agreement, dated December 23October 24, 20132014, between the Bank Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A), and the letter agreement dated October 24, 2014 between St. Jxxxx and the Agent (a copy of which is attached hereto as Exhibit B). It is acknowledged by Each of the Melrose Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations appointment of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription and Community Offering (the “End Date”)) unless the Primary Parties and the Agent agree to extend such period and the OCC agree to extend the period of time in which the Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in next same day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Company and St. Jxxxx, the Agent may, in its sole discretion, seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Community Offering, subject to the terms of a selected dealer agreement. The Agent will serve as sole book running manager for the Syndicated Community Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers, if any, in a fashion that best meets the distribution objectives of the Company and St. Jxxxx and the requirements of the Plan, which may result in limiting the allocation of Shares to certain Selected Dealers. It is understood that in no event shall the Agent be obligated to take or purchase any Shares in the Offering, nor shall the Agent be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. In the event the Holding Company is unable to sell a minimum of 2,210,000 72,407 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event the Offering this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder: (a) A The Company will pay to the Agent a management fee of $25,000 (the “Management Fee”), payable as follows: (i) $12,500 upon the execution of $30,000that certain engagement letter dated October 24, 2014 between the Agent and the Company (which was amount has already been paid in two separate equal installments on December 23, 2013 and March 11, 2014. The Management Fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction Agent); and (ii) $12,500 upon the initial filing of the Registration Statement with the Commission [(which amount has already been paid to the Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.00% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)]. The Management Fee will be credited against refundable to the success fee Company to the extent not actually incurred by the Agent. The amount of the Management Fee paid pursuant to this paragraphthe Agent will be credited, on a dollar for dollar basis, toward the Success Fee incurred hereunder. (cb) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent The Company will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject pay to the terms and conditions set forth in Agent a selected dealers agreement success fee equal to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06.00% of the aggregate purchase price dollar value of the Shares sold in the Syndicated Community Offering. From this feeOffering (the “Success Fee”), Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts subject to a minimum Success Fee of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000175,000. (dc) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees pay all of its fees, disbursements and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers includingissuers, including without limitation, (i) the cost of obtaining all securities and bank regulatory filing feesapprovals, SEC, Blue Sky and including any required Commission or Financial Institution Industry Regulatory Authority (“FINRA”) filing and registration fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the Holding Shares in the various states; (iv) listing fees; (v) all fees and disbursements of the Company’s accountantscounsel, attorneys, appraiser, transfer agent accountants and registrar, printing, mailing other advisors; (vi) the establishment and marketing operational expenses for the stock information center; and (vii) Syndicated Community Offering expenses associated with the reorganization; offering. In the event the Agent incurs any such fees and expenses on behalf of the Company, the Company will reimburse the Agent for such fees and expenses whether or not the Offering is consummated. (d) Whether or not the Offering is consummated and in addition to any fees payable to the Agent pursuant to Exhibit A, the Company will reimburse the Agent for all of its reasonable out-of-pocket expenses incurred in connection with, or arising out of, the Agent’s activities under, or contemplated by, its engagement hereunder, including without limitation the Agent’s travel costs, meals and lodging, photocopying, data processing fees and expenses, advertising and communications expenses, which will not exceed $10,000. In addition, the Agent will be reimbursed for its legal fees which will not exceed $75,000 (including the reasonable out-of-pocket expenses of its legal counsel). All expense reimbursements to be made to the Agent hereunder shall be made by the Company promptly upon submission by the Agent to the Company of statements thereof. The Agent shall also receive a fee of $35,000 payable by St. Jxxxx for certain records agent services set forth in Exhibit B, $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon the mailing of subscription documents. Whether or not the proposed Conversion Merger and Offering are consummated, and in addition to any fees set forth under payable to the Agent pursuant to this Section 2paragraph, St. Jxxxx will reimburse the Agent for all of its reasonable out-of-pocket expenses incurred in connection with, or arising out of, the Agent’s activities under, or contemplated by, its engagement as records agent, including without limitation the Agent’s travel costs, meals and lodging, photocopying, data processing fees and expenses, which will not exceed $5,000. All expense reimbursements to be made to the Agent shall be made by St. Jxxxx promptly upon submission by the Agent to St. Jxxxx of statements therefore.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23August 24, 20132010, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 892,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 25,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $6,250 commencing in August 2010. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.25% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Company’s officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA’s) or similar plan created by the Company or the Bank for some or all of their directors or employees, or any charitable foundation established by the Melrose Parties Company (or any shares contributed to such a foundation). In addition, a Success Fee of 1.75% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06.25% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00020,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00050,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation resolicitation in connection with the offering, including Offerings. Agent and the Company acknowledge that such expense caps may be increased in the event of a material delay in the offering that Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses offering document or a resolicitation of subscribers by an amount not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00020,000. The Holding provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained herein. The Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Association hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Shares of the Shares Company's Common Stock and to advise and assist the Holding Company and the Bank Association with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Association as to the matters set forth in the letter agreementagreement ("Letter Agreement"), dated December 23September 26, 2013, 1996 between the Bank Association and the Agent (the “Advisory Letter Agreement”) Xxxx (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Association that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement (other than those set forth in Sections 2(d) and (e) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Association and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares Shares, the full amount which it may have received from them plus accrued interest, interest as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and their counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Association and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00030,000 payable in four consecutive monthly installments of $7,500, the first of which was already paid in two separate equal installments due on December 23September 26, 2013 and March 11, 20141996. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.50% shall be paid based on of the aggregate purchase price Purchase Price of Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Association's officers, directors, or employees (or members of their immediate familyfamilies) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA's) or any charitable foundation established similar plan created by the Melrose Parties (Association for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee described in (a) above will be credited applied against the success fee paid pursuant to this paragraphSuccess Fee. The Success Fee shall exceed $375,000. (c) If any of the Shares shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyAssociation, Agent Xxxx will seek to form a syndicate of registered broker-dealers to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent Xxxx will endeavor to distribute the Common Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company Association and the PlanPlan of Conversion. Agent Xxxx will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offeringby them. From this fee, Agent Xxxx will pass onto selected broker-dealers, who assist in the Syndicated Community Offeringsyndicated community, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent Xxxx shall be transmitted by Agent Xxxx to such broker/dealer. The decision to utilize selected broker-broker- dealers will be made by Agent the Association upon consultation with Xxxx. In the Holding Company. Ifevent, as a result with respect to any purchases of any resolicitation of subscribersShares, the Agent reasonably determines that it is required or requested fees paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraph 2(a) and 2(b). (d) The Holding Association and the Company shall hereby agree to reimburse the Agent Agent, from time to time upon the Agent's request, for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, which the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 document, including without limitation, accounting, legal counsel, and any additional expenses of its counsel not to exceed an additional $15,000communication, excluding travel, lodging and meal expenses. The Holding Company Association will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing feesOTS, SEC, "Blue Sky Sky," and Financial Institution Regulatory Authority (“FINRA”) filing NASD filings and registration fees; the fees of the Holding Company’s Association's accountants, conversion agent, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganizationconversion; and the fees set forth under this Section 2. Full payment of Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Association to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23June 26, 20132007, between the Bank MHC, the Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 9,562,500 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00050,000, payable in four consecutive monthly installments of $12,500, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$37,500 has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any the Mid-Tier Holding Company for some or all of its directors or employees. It is understood and agreed to by the parties that shares contributed held by shareholders of the Mid-Tier Holding Company other than the MHC, which are exchanged for Company Common Shares shall not be subject to such a foundation)the Success Fee. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environmentenvironment not to exceed 5.5%. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,00030,000. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel, which will not exceed $50,000, plus reasonable out-of-pocket expenses of such counsel not to exceed $75,0005,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties MHC, the Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding MHC, the Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties MHC, the Company and the Bank as to the matters set forth in the letter agreement, dated December 23April 19, 20132005, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties MHC, the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this section of the Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees earned or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 5,865,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 100,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $25,000 commencing with the adoption of the Plan. The Management Fee This fee shall be deemed to have been due as it is earned when dueand shall be non-refundable. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate familyfamilies) of the Bank, shares purchased by the Company’s or the Bank’s tax-qualified and any qualified or non-qualified employee benefit plans or any charitable foundation established by (except IRA’s) and shares issued to the Melrose Parties Charitable Foundation. In addition, $50,000 of the management fee described in (or any shares contributed to such a foundation). The Management Fee a) above will be credited applied against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion manner which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, which out-of-pocket expenses will not to exceed $15,00030,000. In addition, the Holding Company will Bank shall reimburse the Agent for the fees and expenses of its counsel which will not exceed $50,000 (and shall reimburse counsel’s reasonable expenses in an amount not to exceed $75,000. In 5,000), and which do not include legal fees to complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form to reflect a period later than that set forth in Common Shares under the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000various state securities “Blue Sky” laws. The Holding Company Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SECthe Commission, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) filing and registration feesfees as may be required under the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”); the fees of the Holding CompanyBank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. The Company or the Bank will reimburse the Agent for any such expenses incurred by the Agent on their behalf. Full payment of Agent’s actual and accountable expenses, advisory fees and compensation as allowed under this Agreement, shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Blue Hills Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation or to act as sole book-running manager in the Underwritten Offering (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Blue Hills Parties as to the matters set forth in the letter agreementagreements, dated December 23October 7, 2013, between among the MHC, the Mid-Tier, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). It is acknowledged by the Melrose Blue Hills Parties that the Agent shall not be required to purchase any Shares in the Subscription Offering, Community Offering, and Syndicated Community Offering or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Offering, unless extended (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Blue Hills Parties and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 17,850,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (de) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four installments of $12,500 on the first day of October 2013, which was already paid in two separate equal installments on December 232013, 2013 March 2014 and March 11, June 2014. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.000.85% shall be paid based on the aggregate purchase price of the Shares sold in the Subscription Offering and the Community Offerings Offering excluding Shares shares purchased by the Melrose Blue Hills Parties’ officers, directors, trustees or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans or any charitable foundation established similar plan created by the Melrose Blue Hills Parties for some or all of their directors or employees or by the foundation (or any shares contributed to such a the foundation). The Management Fee described in Section 2(a) above will be credited against the success fee Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.05.25% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. (d) The Holding Company may engage Agent to offer the Shares to certain members of the general public in the Underwritten Offering with Agent acting as sole book-running manager. In the event that Agent sells Shares in the Underwritten Offering, the underwriting discount will equal 5.25% of the aggregate Purchase Price of the Shares sold in the Underwritten Offering to Agent and to any other broker-dealer participating as an underwriter in the Underwritten Offering. (e) If, as a result of any resolicitation of subscriberssubscribers undertaken by the Holding Company, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall will be entitled to additional compensation for such services services, which additional compensation will not to exceed $25,00050,000. (df) The Holding Company shall reimburse the Agent for its reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, etc. not to exceed $15,00025,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000100,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offeringOffering, including in the event of a material delay in the offering Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its additional expenses not up to exceed a maximum of $10,000 in the case of additional out-of-pocket expenses of the Agent, and up to an additional $10,000 25,000 in the case of additional fees and any additional expenses of its counsel not to exceed an additional $15,000the Agent’s counsel. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion and Offering; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and, to the extent applicable, Commonwealth, as to the matters set forth in the letter agreement, dated December 23August 14, 20132014, between the Bank Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by Each of the Melrose Primary Parties acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription and Community Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 106,834 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it the Company may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 79, 9 11 and 10 12 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall will receive the following compensation for its services hereunder: (a) A The Company will pay Agent a management fee (the “Management Fee”) of $30,00020,000.00, which was already paid payable in two separate equal consecutive monthly installments on December 23of $10,000.00 commencing with the first month following the regulatory approval of the Plan, 2013 and March 11, 2014none of which has been paid as of the date of this Agreement. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A The Company will pay Agent a success fee of 1.00% shall be paid based on $100,000.00 for the aggregate purchase price of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)Offering. The Management Fee management fee described in paragraph 2(a) above will be credited against the success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto on to selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-/dealers will be made by Agent the Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company shall will reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, clerical assistance, listings, forms photocopying, telephone, facsimile and couriers not to exceed $15,00010,000.00. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00050,000.00. In Agent and the event of unusual circumstances or delays or a re-solicitation Company acknowledge that such expense cap may be increased by mutual consent in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses amounts not to exceed an $10,000.00 for additional Agent out-of-pocket expenses and $10,000 15,000.00 for additional fees and any additional expenses of its counsel not to legal counsel. In no event will out-of-pocket expenses, including fees and expenses of counsel, exceed an additional $15,00085,000.00. The Holding provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained in this Agreement. (e) The Company will bear the expenses of the Offering customarily borne by issuers issuers, including, without limitation, regulatory filing fees, SEC, Blue Sky blue sky and Financial Institution Industry Regulatory Authority (“FINRA”) filing and registration fees; Depository Trust Company (“DTC”) eligibility fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationOffering; fees for blue sky legal work; and the fees set forth under in this Section 2. If Agent incurs expenses on behalf of the Company, the Company will reimburse Agent for such expenses. (f) The Agent will also receive (i) a retainer fee of $25,000 for certain financial advisory services set forth in the letter agreement, dated August 14, 2014, between the Company and the Agent (a copy of which is attached hereto as Exhibit B), all of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering, and (ii) a contingent fee of $75,000 at the time of closing of the acquisition of Commonwealth by the Company. The Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with such services up to a maximum of $10,000, regardless of whether the acquisition of Commonwealth is consummated. (g) The Company will pay to the Agent a conversion agent fee of $5,000, all of which has been paid as of the date of this Agreement, for certain conversion agent services to be provided in connection with the conversion of Commonwealth and the Conversion Merger, which also includes records processing services, which amount will be payable upon the consummation of the Offering, as set forth in the letter agreement dated December 12, 2014, between the Company and the Agent (a copy of which is attached hereto as Exhibit C). (h) The Agent will also be reimbursed for its reasonable out-of-pocket expenses in connection with its conversion agent services in an amount not to exceed $2,500. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent will be paid the fees and reimbursements due to the date of such termination pursuant to subparagraphs (d), (e), (f) and (h) above. In the event that at least 106,834 Shares are not sold in the Offering, the provisions of subparagraphs (b) and (c) above shall not survive. Full payment of the Agent’s expenses and compensation as set forth in this Section 2 shall be made in next day clearinghouse funds on the earlier of the Closing Date or a determination by the Company or the Bank to terminate or abandon the Offering.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 23June 28, 2013 and as amended as of October 10, 2013, between the Bank and the Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). It is acknowledged by the Melrose Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Bank and the Holding and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 646,000 Shares within the period herein providedprovided , this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00025,000, which was has already been paid in two separate equal installments on December 23, 2013 and March 11, 2014to the Agent. The Management Fee shall management fee will be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable refundable to the action or inaction of Holding Company to the extent services are not actually performed by the Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. ee. (b) A success fee of 1.00% $200,000 shall be paid based on for the aggregate purchase price of Shares sold in the Subscription and Community Offerings excluding Shares purchased by the Melrose Parties’ officers, directors, or employees (or members of their immediate family) and any qualified or non-qualified employee benefit plans or any charitable foundation established by the Melrose Parties (or any shares contributed to such a foundation)Offering. The Management Fee management fee described in paragraph 2(a) above will be credited on a dollar for dollar basis against the success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company selected dealers and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not equal to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. In no event shall the Holding Company or the Bank be responsible for making any payment or granting any discount or reallowance to any selected dealer. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent the Holding Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company Edgewater Parties shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00025,000. In addition, the Holding Company will Edgewater Partieswill reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offeringOffering. The Agent and the Edgewater Parties acknowledge that such expense cap, including legal fees, may be increased by mutual consent, up to an additional $40,000, in the event of unusual circumstances, delay or a material re-solicitation, including a delay in the offering that would require requiring an update of the financial information in tabular form to reflect a period later than that set forth in the original initial filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The Holding Company Edgewater Parties will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; DTC eligibility fees; the fees of the Holding Company’s Edgewater Parties’ accountants, attorneys, appraiser, business plan advisor, transfer agent and registrar, printing, mailing and marketing and syndicated community offering expenses associated with (other than any underwriting discounts or reallowances granted by the reorganizationAgent); fees for Blue Sky legal work; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23September 5, 20132008, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 6,460,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four consecutive monthly installments of $12,500 commencing in October 2008, all of which was already has been paid in two separate equal installments on December 23, 2013 and March 11, 2014as of the date hereof. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Bank’s officers, directors, or employees (or members of their immediate family) and ), any qualified or nontax-qualified employee (including the ESOP) or stock-based compensation plans (except IRAs for the benefit plans of persons other than officers, directors or any charitable foundation established employees of the Bank or members of their immediate families) or similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee will be credited against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. If, as a result of any resolicitation of subscribers, The fees set forth in this paragraph 2(c) shall be in addition to the fees to be earned by the Agent reasonably determines in connection with the Subscription Offering and Community Offering described in paragraph 2(b) above. However, in the event, with respect to any stock purchases, that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers. The Company and the Bank will reimburse the Agent for its reasonable out-of-pocket expenses an amount not to exceed $15,000175,000 (of which $125,000 will be related to the Subscription Offering and Community Offering and the remaining $50,000 would be utilized in the event of a Syndicated Community Offering). In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23April 6, 20132009, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 2,975,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 30,000 payable in two separate equal five consecutive monthly installments on December 23, 2013 and March 11, 2014of $6,000 commencing in May 2009. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.25% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Company’s officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRA’s) or similar plan created by the Company for some or all of their directors or employees, or any charitable foundation established by the Melrose Parties Company (or any shares contributed to such a foundation). In addition, a Success Fee of 2.5% shall be paid on the aggregate Purchase Price of Common Stock sold in the Direct Community Offering. In no event shall the Success Fees paid for the sale of Common Stock in the Subscription and Direct Community Offering be less than $275,000. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any shares of the Shares Company’s stock remain available after the Subscription Offering and Direct Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares such common stock on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares common stock among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06.5% of the aggregate purchase price Purchase Price of the Shares shares of common stock sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, not to exceed $15,00025,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00050,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23October 11, 20132010, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 1,870,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 2(a), (d) and (e) and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, 25,000 payable in four consecutive monthly installments commencing in November 2010 all of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee of 1.001.25% shall be paid based on the aggregate purchase price Purchase Price of Shares Common Stock sold in the Subscription and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Company’s officers, directors, or employees (or members of their immediate family) and plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRAs) or any charitable foundation established similar plan created by the Melrose Parties (Company or any shares contributed to such the Bank for some or all of their directors or employees. In addition, a foundation)Success Fee of 1.25% shall be paid on the aggregate Purchase Price of Shares sold in the Community Offering. The Management Fee described in 2(a) above will be credited against the success fee first Success Fee paid pursuant to this paragraph. (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not to exceed 6.06.25% of the aggregate purchase price Purchase Price of the Shares sold in the Syndicated Community Offering. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00025,000. In addition, the Holding Company will reimburse the Agent for fees and expenses of its counsel not to exceed $75,00050,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offering, including Offerings. Agent and the Company acknowledge that such expense caps may be increased by an amount not to exceed $15,000 in the event of a material delay in the offering that Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses offering document or a re-solicitation of its counsel not to exceed an additional $15,000subscribers. The Holding provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification provisions contained herein. The Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. (e) The Agent shall bear the costs and expenses for certain records agent services set forth in the letter agreement, dated October 11, 2010, between the Bank and the Agent (a copy of which is attached hereto as Exhibit B).

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Bank’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 23October 21, 20132011, between the Bank and the Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Bank and the Holding and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 12,580,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 50,000 payable in two separate equal five consecutive monthly installments on December 23, 2013 and March 11, 2014commencing in November 2011. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of 1.000.85% shall be paid based on the aggregate purchase price of Shares sold in the Subscription and Community Offerings Offering, excluding Shares purchased by the Melrose HomeTrust Parties’ officers, directors, or employees (or members of their immediate family) and plus any employee stock ownership plan, tax-qualified or non-qualified employee benefit stock based compensation plans (except for individual retirement accounts) or similar plan created by the Holding Company or the Bank for some or all of their directors or employees, or any charitable foundation established by the Melrose Parties Holding Company (or any shares contributed to such a foundation). The Management Fee management fee described in paragraph 2(a) above will be credited against the first success fee paid pursuant to this paragraphparagraph 2(b). (c) If any of the Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Shares on a best efforts basis, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Holding Company and Agent. Agent will endeavor to distribute the Shares among dealers in a fashion which best meets the distribution objectives of the Holding Company and the Plan. Agent will be paid a fee not equal to exceed 6.0(i) 5.0% of the aggregate purchase price of the Shares sold in the Syndicated Community OfferingOffering up to $25.0 million; (ii) 4.75% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering if the Syndicated Community Offering is in excess of $25.0 million but less than $50.0 million; (iii) 4.50% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering if the Syndicated Community Offering is in excess of $50.0 million but less than $100.0 million; or (iv) 4.25% of the aggregate purchase price of the Shares sold in the Syndicated Community Offering if the Syndicated Community Offering is in excess of $100.0 million. From this fee, Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than Agent shall be transmitted by Agent to such broker/dealer. The decision to utilize selected broker-dealers will be made by Agent the Holding Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,00020,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000100,000. In the event of These expenses assume no unusual circumstances or delays delays, or a re-solicitation in connection with the offeringOffering. The Agent and the Holding Company acknowledge that such expense cap may be increased by mutual consent in amounts not to exceed $5,000 for additional out of pocket expenses and $50,000 for additional fees and expenses of legal counsel in the event of unusual circumstances, delay or a re-solicitation, including in the event of a material delay in the offering that Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000Prospectus. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees (including legal fees related thereto); DTC eligibility fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23[______, 20132001], between the MHC, the Mid-Tier Holding Company, the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 3,825,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000______, payable in four consecutive monthly installments of $______ of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$________ has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred, including any accrued legal fees expended by the Agent. (b) A success fee Success Fee upon completion of 1.00the Offering of 1.25% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except IRAs) or any charitable foundation established similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee will management fee described in subparagraph 2(a) shall be credited applied against the success fee paid pursuant to Success Fee described in this paragraphsubparagraph 2(b). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-broker- dealers ("Selected Dealers") to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.0___% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers. Reimbursement of the Agent's total out-of-pocket expenses shall not to exceed $15,000_____ without the prior consent of the Bank. In addition, the Holding Company Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,000_____]. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, "Blue Sky Sky," and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Company, the MHC's, the Mid-Tier Holding Company’s 's and Bank's accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for "Blue Sky" legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent's fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23September 5, 20132008, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 6,460,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four consecutive monthly installments of $12,500 commencing in October 2008, all of which was already has been paid in two separate equal installments on December 23, 2013 and March 11, 2014as of the date hereof. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Bank’s officers, directors, or employees (or members of their immediate family) and ), any qualified or nontax-qualified employee (including the ESOP) or stock-based compensation plans (except IRAs for the benefit plans of persons other than officers, directors or any charitable foundation established employees of the Bank or members of their immediate families) or similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee will be credited against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. If, as a result of any resolicitation of subscribers, The fees set forth in this paragraph 2(c) shall be in addition to the fees to be earned by the Agent reasonably determines in connection with the Subscription Offering and Community Offering described in paragraph 2(b) above. However, in the event, with respect to any stock purchases, that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers. The Company and the Bank will reimburse the Agent for its reasonable out-of-pocket expenses an amount not to exceed $15,000175,000 (of which $125,000 will be related to the Subscription Offering and Community Offering and the remaining $50,000 would be utilized in the event of a Syndicated Community Offering). In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000100,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23August 18, 20132008, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 [min shares] Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00040,000 payable in four consecutive monthly installments of $10,000 each commencing with September 2008, which was already paid in two separate equal installments on December 23, 2013 the first month following the execution of the engagement letter between the Bank and March 11, 2014the Agent. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription and Community Offerings Offering, excluding Shares shares purchased by the Melrose Parties’ Bank’s officers, directors, or employees (or members of their immediate family) and ), any qualified or nontax-qualified employee (including the ESOP) or stock-based compensation plans (except IRAs for the benefit plans of persons other than officers, directors or any charitable foundation established employees of the Bank or members of their immediate families) or similar plan created by the Melrose Parties (Bank for some or any shares contributed to such all of its directors or employees. And a foundation)Success fee of 2.00% shall be paid on the aggregate Purchase Price of Common Stock sold in the Direct Community Offering. The Management Fee management fee will be credited against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. IfIn the event, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000couriers. In addition, The Company and the Holding Company Bank will reimburse the Agent for the fees and expenses of its the Agent’s counsel which will not to exceed $75,000. In 50,000 (which do not include legal fees, if any, to complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form to reflect a period later than that set forth in Common Shares under the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000various state securities “Blue Sky” laws). The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties MHC, the Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding MHC, the Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making making, research coverage and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties MHC, the Company and the Bank as to the matters set forth in the letter agreement, dated December 23November 1, 20132004, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties MHC, the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees earned or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 6,176,950 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,000, which was already paid 40,000 payable in two separate equal four consecutive monthly installments on December 23, 2013 and March 11, 2014of $10,000 commencing with the adoption of the Plan. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares purchased by the Melrose Parties’ officers, directors, corporators or employees (or members of their immediate familyfamilies) of the Bank, shares purchased by the Company’s or the Bank’s tax-qualified and any qualified or non-qualified employee benefit plans or any charitable foundation established by (except IRA’s) and shares issued to the Melrose Parties (or any shares contributed to such a foundation)Charitable Foundation. The Management Fee management fee described in (a) above will be credited applied against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion manner which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding Company. If, as a result of any resolicitation of subscribers, the Agent reasonably determines that it is required or requested to provide significant services, the Agent shall be entitled to additional compensation for such services not to exceed $25,000Agent. (d) The Holding Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers couriers, which out-of-pocket expenses will not to exceed $15,00020,000. In addition, the Holding Company will Bank shall reimburse the Agent for the fees and expenses of its counsel which will not to exceed $75,000. In 35,000, and which do not include legal fees to complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form to reflect a period later than that set forth in Common Shares under the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000various state securities “Blue Sky” laws. The Holding Company Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SECthe Commission, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) filing and registration feesfees as may be required under the rules and regulations of the National Association of Securities Dealers, Inc. (“NASD”); the fees of the Holding CompanyBank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2. The Company or the Bank will reimburse the Agent for any such expenses incurred by the Agent on their behalf. Full payment of Agent’s actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Closing Date or a determination by the Bank to terminate or abandon the Plan.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23September 5, 20132008, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 8,075,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four consecutive monthly installments of $12,500 commencing in October 2008, all of which was already has been paid in two separate equal installments on December 23, 2013 and March 11, 2014as of the date hereof. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Bank’s officers, directors, or employees (or members of their immediate family) and ), any qualified or nontax-qualified employee (including the ESOP) or stock-based compensation plans (except IRAs for the benefit plans of persons other than officers, directors or any charitable foundation established employees of the Bank or members of their immediate families) or similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee will be credited against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. IfIn the event, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers not to exceed $15,000couriers. In addition, The Company and the Holding Company Bank will reimburse the Agent for the fees and expenses of its the Agent’s counsel which will not to exceed $75,000. In 75,000 (which do not include legal fees, if any, to complete the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update qualification of the financial information in tabular form to reflect a period later than that set forth in Common Shares under the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000various state securities “Blue Sky” laws). The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganization; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Common Shares and to advise and assist the Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 23May 26, 20132009 and amended on September 29, 2009, between the Bank and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A). It is acknowledged by the Melrose Parties Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 7,650,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) of $30,00050,000 payable in four consecutive monthly installments of $12,500 commencing in July 2009, all of which was already has been paid in two separate equal installments on December 23, 2013 and March 11, 2014as of the date hereof. The Management Fee This fee shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of Agent, Agent shall have due as it is earned and shall be entitled to be paid fees accruing through the stage at which point the termination occurrednon-refundable. (b) A success fee upon completion of 1.00the Offering of 1.25% shall be paid based on of the aggregate purchase price of the Common Shares sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ Bank’s officers, directors, or employees (or members of their immediate family) and ), any qualified or nontax-qualified employee (including the ESOP) or stock-based compensation plans (except IRAs for the benefit plans of persons other than officers, directors or any charitable foundation established employees of the Bank or members of their immediate families) or similar plan created by the Melrose Parties (Bank for some or any shares contributed to such a foundation)all of its directors or employees. The Management Fee management fee will be credited against the success fee paid pursuant to this paragraphfee. (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. The Agent will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company upon consultation with the Holding CompanyAgent. If, as a result of any resolicitation of subscribers, The fees set forth in this paragraph 2(c) shall be in addition to the fees to be earned by the Agent reasonably determines in connection with the Subscription Offering and Community Offering described in paragraph 2(b) above. However, in the event, with respect to any stock purchases, that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000paragraph 2(b). (d) The Holding Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of coach class air travel, meals and lodging, photocopying, telephone, facsimile and couriers not couriers, up to exceed a maximum of $15,000115,000. In addition, the Holding Company and the Bank will reimburse the Agent for fees and expenses of its counsel not to exceed $75,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration Statement, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,00060,000. The Holding Company will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, Blue Sky and Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the reorganizationConversion; and the fees set forth under this Section 2.

Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Company, the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares in the Offering and (ii) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank as to the matters set forth in the letter agreement, dated December 23July 6, 20132006, between the Bank Mid-Tier Holding Company and the Agent (the “Advisory Letter Agreement”) (a copy of which is attached hereto as Exhibit A)KBW. It is acknowledged by the Melrose Parties Company, the MHC, the Mid-Tier Holding Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which that is inconsistent with all applicable laws, regulations, decisions or orders. The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Melrose Parties Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Holding Company is unable to sell a minimum of 2,210,000 13,600,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which that it may have received from them plus accrued interest, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8 and 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Agent shall receive the following compensation for its services hereunder: (a) A management fee (the “Management Fee”) Fee of $30,00050,000, payable in four consecutive monthly installments of $12,500, of which was already paid in two separate equal installments on December 23, 2013 and March 11, 2014$______ has been paid. The Management Fee Such fees shall be deemed to have been earned when due. Should the Offering Conversion be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee Success Fee upon completion of the Offering of 1.00% shall be paid based on of the aggregate purchase price of Shares the Common Stock sold in the Subscription Offering and Community Offerings Offering excluding Shares shares purchased by the Melrose Parties’ officers, directors, directors or employees (or members of their immediate familyfamilies) and of the Company, the MHC, the Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or non-qualified employee benefit stock based compensation plans (except individual purchases through IRAs or any charitable foundation established 401(k) plans) or similar plan created by the Melrose Parties (Bank, the MHC or any shares contributed to such a foundation)the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee described in this subparagraph 2(b) shall be reduced by the Management Fee will be credited against the success fee paid pursuant to this paragraphdescribed in subparagraph 2(a). (c) If any of the Common Shares remain available after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Common Shares on a best efforts basis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Holding Company and Agentagreement. Agent KBW will endeavor to distribute the Common Shares among dealers the Selected Dealers in a fashion which best meets the distribution objectives of the Company, the MHC, the Mid-Tier Holding Company Company, the Bank and the Plan. Agent KBW will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the Shares shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, Agent KBW will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer Selected Dealers other than Agent KBW shall be transmitted by Agent KBW to such broker/dealerSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by Agent the Company, the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the Holding Company. Ifevent, as a result of with respect to any resolicitation of subscribersstock purchases, the Agent reasonably determines that it is required or requested fees are paid pursuant to provide significant servicesthis subparagraph 2(c), the Agent such fees shall be entitled in lieu of, and not in addition to, payment pursuant to additional compensation for such services not to exceed $25,000subparagraphs 2(a) and 2(b). (d) The Holding Company Agent shall reimburse the Agent be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers which will not to exceed $15,00040,000. In addition, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for the Agent for fees and expenses of its counsel counsel, which will not to exceed $75,00060,000. In the event of unusual circumstances or delays or a re-solicitation in connection with the offering, including in the event of a material delay in the offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the Registration StatementThe Company, the Agent shall be reimbursed for its expenses not to exceed an additional $10,000 and any additional expenses of its counsel not to exceed an additional $15,000. The MHC, the Mid-Tier Holding Company and the Bank will bear the expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky Sky,” and Financial Institution Regulatory Authority (“FINRA”) NASD filing and registration fees; the fees of the Company, the MHC’s, the Mid-Tier Holding Company’s and Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the reorganizationConversion; and the fees set forth under this Section 2; and fees for “Blue Sky” legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for such expenses incurred by KBW on their behalf. Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding Company or the Bank to terminate or abandon the Plan.