Common use of The Offering Clause in Contracts

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCOn February 28, in accordance with 2011, the Board of Directors of the Bank adopted a Plan of Conversion and ReorganizationConversion, as amended on March 11, 2011 (the “Plan”), intends to convert which provides for (i) the conversion of the Bank from the federally-a Maryland chartered mutual holding company savings bank into a Maryland commercial bank, a stock form of organization to the stock holding company form of organization (the “Conversion”) organization, in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors applicable regulations of the Federal Reserve System Deposit Insurance Corporation (“FDIC”) and the Maryland Office of the Commissioner of Financial Regulation (the “Federal Reserve BoardCommissioner”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Holding Company Bank will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans wholly owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)Company. Pursuant to As part of the Plan, the Holding Company is offering a minimum up to 448,500 shares (subject to an increase of 2,422,500 shares and a maximum of 3,277,500 shares up to 515,775 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) (subject to an increase of up to 3,769,125 shares) a subscription offering (the “Offer Shares”), in the Subscription Offering, ”) and, if necessary, (1ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering and/or (2) the Syndicated Community Offering (collectivelyOffering, the “Offering”), in connection with the Conversion. The Holding Company will sell issue the Offer Shares in the Offering at a purchase price of $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable.where

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,413,993 and a maximum of 1,899,748 1,913,049 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,007 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 2, as amended 2009 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Voting Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 2,040,000 and a maximum of 3,277,500 2,760,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,174,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,340,136 and a maximum of 1,899,748 1,813,125 shares of its Common Stock (subject to an increase of up to 2,184,710 2,085,093 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted October 18, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 904,103 shares and a maximum of 3,277,500 1,223,198 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,406,677 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 583,397 shares and a maximum of 1,899,748 789,302 shares of its Common Stock (subject to an increase of up to 2,184,710 907,698 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,207,986 shares and a maximum of 3,277,500 1,634,334 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 1,879,484 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,002,014 shares and a maximum of 1,899,748 1,355,666 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,559,016 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, as amended 2014 (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and 13,000 shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of preferred stock will be held by the U.S. Department of the Treasury, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 19, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Delaware corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 33,150,000 and a maximum of 3,277,500 44,850,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 51,577,500 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 11,379,252 and a maximum of 1,899,748 15,395,458 shares of its Common Stock (subject to an increase of up to 2,184,710 17,704,777 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”"), intends to convert from the federally-federally chartered mutual holding company form of organization to the stock holding company form of organization (the “"Conversion”") in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 ("Regulation MM") of the Board of Governors of the Federal Reserve System (the “"Federal Reserve Board”") (collectively, the “"Conversion Regulations”"). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,645,286 shares and a maximum of 3,277,500 2,225,975 shares of common stock, par value $0.01 per share (the “"Common Stock”") (subject to an increase of to up to 3,769,125 2,559,871 shares) (the “"Offer Shares”"), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “"Offering”"). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “"Purchase Price”"). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 649,715 shares and a maximum of 1,899,748 879,026 shares of its Common Stock (subject to an increase of to up to 2,184,710 1,010,879 shares) (the “"Exchange Shares”") to existing public stockholders of the Mid-Tier Holding Company Bank in exchange for their existing shares of the Mid-Tier Holding Company Bank (the “"Exchange”") so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “"Shares.” " If the number of Shares is increased or decreased in accordance with the Plan, the term “"Shares” " shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 12, 2011, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 4,675,000 and a maximum of 3,277,500 6,235,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 7,273,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,918,641 and a maximum of 1,899,748 3,948,750 shares of its Common Stock (subject to an increase of up to 2,184,710 4,541,062 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization initially adopted on June 16, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 912,933 shares and a maximum of 1,899,748 1,235,145 shares of its Common Stock (subject to an increase of up to 2,184,710 1,420,417 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the The Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 3,081,250 shares and a maximum of 3,277,500 4,168,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,794,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,089,636 shares and a maximum of 1,899,748 2,827,154 shares of its Common Stock (subject to an increase of up to 2,184,710 3,251,228 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted April 8, 2014, as amended (the “Plan”), intends to convert from the federallya two-chartered tier mutual holding company form of organization to the a fully public stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,700,000 shares and a maximum of 3,277,500 2,300,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,645,000 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,097,324 shares and a maximum of 1,899,748 1,484,614 shares of its Common Stock (subject to an increase of up to 2,184,710 1,707,306 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company and _____ shares of its preferred stock to the U.S. Department of the Treasury (together the “Exchange Shares”) in exchange for their existing shares of common stock and preferred stock, respectively, of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 27, 2009, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 53,975,000 and a maximum of 3,277,500 73,025,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 83,978,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will establish a charitable foundation (the “Foundation”) as part of the Conversion. The Holding Company intends to fund the Foundation with cash and shares of Common Stock (the “Foundation Shares”) in an aggregate amount that does not exceed 2% of the gross proceeds of the Offering. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 32,760,977 and a maximum of 1,899,748 44,358,969 shares of its Common Stock (subject to an increase of up to 2,184,710 51,027,814 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares, the Foundation Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 up to 2,116,000 shares of common stock, par value $0.01 .01 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 2,433,400 shares) (the “Offer Shares”), in (i) a subscription offering (the "Subscription Offering"), and, if necessary, (1ii) a direct community offering (the "Direct Community Offering and/or Offering") and (2iii) a syndicated community offering (the "Syndicated Community Offering Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings bank to a stock savings bank and wholly-owned subsidiary of the Holding Company (collectivelythe "Reorganization"), all pursuant to the “Offering”Plan of Reorganization from a Mutual Savings Bank to Mutual Holding Company and Stock Issuance Plan (the "Plan"). The References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)Company. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Conversion Shares" or "Shares") in the Subscription Offering, Direct Community Offering, and Syndicated Community Offering (collectively, the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”"Conversion Offerings" or "Offering") so that, upon completion of the Offering and Conversion Offerings, the Exchange, 100purchasers of Conversion Shares in the Conversion Offerings will own 45.3% of the outstanding shares of Common Stock of and the Holding Company MHC will be publicly held, 100own 54.7% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Common Stock. The Holding Company will cease to existissue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.of

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 239 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or the Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 2,921,875 shares and a maximum of 3,277,500 3,953,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 4,546,094 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,143,154 shares and a maximum of 1,899,748 2,899,561 shares of its Common Stock (subject to an increase of to up to 2,184,710 3,334,496 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted January 17, as amended 2012 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 2,337,500 and a maximum of 3,277,500 3,162,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,636,875 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,877,961 and a maximum of 1,899,748 2,540,771 shares of its Common Stock (subject to an increase of up to 2,184,710 2,921,887 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 7,905,028 shares and a maximum of 3,277,500 10,694,973 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,299,628 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,297,010 shares and a maximum of 1,899,748 7,166,607 shares of its Common Stock (subject to an increase of up to 2,184,710 8,241,189 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 18, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 2,295,000 and a maximum of 3,277,500 3,105,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,570,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,878,444 and a maximum of 1,899,748 2,541,424 shares of its Common Stock (subject to an increase of up to 2,184,710 2,922,638 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 2,034,050 shares and a maximum of 3,277,500 2,751,950 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 3,164,743 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). If the Primary Parties do not receive orders for at least 2,034,050 Offer Shares in the Offering, then as few as 1,728,943 Offer Shares may be sold in the Offering and up to 305,107 shares issued to stockholders of Southern Connecticut Bancorp as merger consideration in the merger transaction discussed below can be counted in order to meet the 2,034,050 share minimum. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 1,381,313 shares and a maximum of 1,899,748 1,868,836 shares of its Common Stock (subject to an increase of up to 2,184,710 2,149,161 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on May 28, as amended 2013 (the “Plan”), intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s tax qualified employee benefit plans, including the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”); (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 451,563 and a maximum of 3,277,500 610,938 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 702,579 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 361,185 and a maximum of 1,899,748 488,662 shares of its Common Stock (subject to an increase of up to 2,184,710 561,962 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted August 11, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 2,365,000 and a maximum of 3,277,500 3,565,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 4,099,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,792,183 and a maximum of 1,899,748 2,424,717 shares of its Common Stock (subject to an increase of up to 2,184,710 2,788,424 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on November 27, as 2012 and amended on December 11, 2012 (the “Plan”), ) intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified tax qualified plans, including the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan and 401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHCBank, in accordance with the Plan of Conversion Reorganization and ReorganizationStock Issuance adopted May 18, as amended 2004 (the “"Plan”"), intends to convert from the federally-chartered mutual to stock form and to reorganize into a federal mutual holding company form structure as a wholly owned subsidiary of organization to the stock holding company form Holding Company which in turn will be a majority-owned subsidiary of organization the MHC (the “Conversion”) "Reorganization"). The Reorganization is being conducted in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”"OTS") (collectively, such laws and the “Conversion regulations are referred to herein as the "MHC Regulations”"). In connection with the ConversionReorganization, the Holding Company will offer shares of Common Stock (as defined below) stock on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Tax Qualified Employee Stock Benefit Plans Plan of the Bank ("Employee Plan") of the Holding Company or BankCompany; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 3,400,000 and a maximum of 3,277,500 4,600,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,290,000 shares) of common stock, $0.01 par value per share (the “Offer Shares”"Common Stock"), in the Subscription Offering, and, if necessary, (1i) the Direct Community Offering and/or (2ii) the a Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Shares") in the Subscription Offering, Direct Community Offering, and/or Syndicated Community Offering (the “Exchange Shares”) to existing public stockholders of the Mid-Tier "Offering"). The Holding Company may offer Shares, if any, remaining after the Subscription Offering, in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so thatDirect Community Offering with a preference to natural persons residing in Ada, upon completion of the Offering Canyon, Elmore and the ExchangeGem Counties, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly heldIdaho, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.and

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted March 10, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 8,712,500 shares and a maximum of 3,277,500 11,787,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 13,555,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 5,837,909 shares and a maximum of 1,899,748 7,898,347 shares of its Common Stock (subject to an increase of up to 2,184,710 9,083,099 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 23, as amended 2010, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3ii) Supplemental Eligible Account Holders; and (4iii) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 1,912,500 and a maximum of 3,277,500 2,587,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,975,625 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,414,361 and a maximum of 1,899,748 1,913,547 shares of its Common Stock (subject to an increase of up to 2,184,710 2,200,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted July 8, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified the Bank’s Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 1,593,750 and a maximum of 3,277,500 2,156,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 2,479,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 904,481 and a maximum of 1,899,748 1,223,709 shares of its Common Stock (subject to an increase of up to 2,184,710 1,407,266 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted September 9, 2010, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 the applicable Conversion Regulations (Regulation MMas defined below) of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve Board”) (collectively, the “Conversion RegulationsOTS”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 5,578,125 and a maximum of 3,277,500 7,546,875 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 8,678,906 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 3,437,460 and a maximum of 1,899,748 4,650,682 shares of its Common Stock (subject to an increase of up to 2,184,710 5,348,284 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. Additionally, pursuant to the Plan, the Holding Company will make a $500,000 cash contribution to SI Financial Group Foundation, Inc., a charitable foundation organized under Delaware law.

The Offering. The MHCOn April 23, in accordance with 1998, the Board of Directors of the ------------ Bank adopted a Plan of Conversion and Reorganization, as amended Reorganization (the “"Plan”), intends to convert from ") which provides for the federallyreorganization of the Bank into a two-chartered tier mutual holding company form structure, the issuance of organization all of the Bank's outstanding Common Stock to the stock holding company form of organization Holding Company (the “Conversion”) in accordance with "Reorganization"), and the laws issuance of a majority of the United States and 12 C.F.R. Part 259 (Regulation MM) outstanding common stock to the MHC. Upon completion of the Board of Governors Reorganization, the Bank will be a wholly owned subsidiary of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, Holding Company and the Holding Company will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans majority owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)MHC. Pursuant to the Plan, the The Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 up to 3,484,500 shares of common stock, par value $0.01 .10 per share (the “"Common Stock”") (subject to an increase of up to 3,769,125 4,007,175 shares) (the “Offer Shares”), in (i) a subscription offering (the "Subscription Offering"), and, if necessary, (1ii) a direct community offering (the "Direct Community Offering and/or Offering") and (2iii) a syndicated community offering (the "Syndicated Community Offering Offering"), in connection with the conversion and reorganization of the Bank from a mutual savings association to a stock savings association and wholly-owned subsidiary of the Holding Company (collectivelythe "Reorganization"), all pursuant to the “Offering”Plan of Reorganization from a Mutual Savings Association to Mutual Holding Company and Stock Issuance Plan (the "Plan"). The References to the Bank herein shall include the Bank in its current mutual form or post-Reorganization stock form as a wholly-owned subsidiary of the Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”)Company. Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares offer and a maximum of 1,899,748 sell shares of its Common Stock (subject to an increase of up to 2,184,710 sharesthe "Conversion Shares" or "Shares") in the Subscription Offering, Direct Community Offering, and Syndicated Community Offering (collectively, the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”"Conversion Offerings" or "Offering") so that, upon completion of the Offering and Conversion Offerings, the Exchange, 100purchasers of Conversion Shares in the Conversion Offerings will own 46.6% of the outstanding shares of Common Stock of and the Holding Company MHC will be publicly held, 100own 53.4% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Common Stock. The Holding Company will cease to existissue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Conversion Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.increased

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on March 2, as amended 2015 (the “Plan”), intends to convert from the federally-a federally chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,275,000 shares and a maximum of 3,277,500 1,725,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 1,983,750 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 959,956 shares and a maximum of 1,899,748 1,298,764 shares of its Common Stock (subject to an increase of up to 2,184,710 1,493,579 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 22, 2010, as amended and restated (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). References to the OTS herein shall include, if applicable, any successor agency. In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank, excluding the Bank’s Employee Savings/401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 3,293,750 shares and a maximum of 3,277,500 4,456,250 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,124,688 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 2,233,748 shares and a maximum of 1,899,748 3,022,130 shares of its Common Stock (subject to an increase of up to 2,184,710 3,475,450 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan plan of Conversion conversion and Reorganization, reorganization as amended adopted by the Boards of Directors of each of the Primary Parties (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). Pursuant to the Plan, the Holding Company will offer and sell up to 230,000,000 shares (subject to increase up to 264,500,000 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of November 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the Bank’s 401(k) Plan, (3) [depositors of the Bank with Qualifying Deposits as of [ ], 201[ ] (“Supplemental Eligible Account Holders”),] and (4) Other Depositors of the Bank as defined in the Plan. It is anticipated that Shares not subscribed for in the Subscription Offering may be offered to certain members of the general public in a firm commitment underwritten offering (the “Underwritten Offering”) with KBW and RBC Capital Markets, LLC (“RBC”) acting as joint book-running managers (the Agent and RBC may hereinafter referred to collectively as the “Joint Bookrunning Managers”) (the Subscription Offering and Underwritten Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan. Pursuant to the Plan, as part of the Conversion, the Holding Company intends to contribute 1,000,000 shares of Common Stock (the “Foundation Shares”) and $10.0 million in cash to the Investors Charitable Foundation (the “Foundation”) (the Shares and the Foundation Shares may be referred to collectively as the “Conversion Shares”). The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-192966) (the “Registration Statement”), containing a prospectus relating to the Subscription Offering, for the registration of the Conversion Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the laws Bank Holding Company Act of 1956, as amended (the United States “BHCA”), and 12 C.F.R. Part 259 (Regulation MM) the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardFRB”), the Holding Company has filed an application on Form FR Y-3 for approval of its acquisition of the Bank (the “Holding Company Application”) and has filed such amendments thereto as may have been required by the FRB. The Holding Company Application [has been approved] by the FRB. The MHC also has filed an Application for Conversion with the FRB (collectively, the “Conversion RegulationsApplication”). In connection with the Conversionaddition, the Holding Company will offer shares has filed with the New Jersey Department of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; Banking and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share Insurance (the “Common StockNew Jersey Banking Department”) (subject to an increase of up to 3,769,125 shares) Application for Conversion (the “Offer SharesNew Jersey Application”), in and such amendments and supplements thereto as may have been required by the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”)New Jersey Banking Department. The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held New Jersey Application [has been approved] by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “SharesNew Jersey Banking Department.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted December 14, as amended 2009, (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company Company, a newly-formed Maryland corporation, will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 8,287,500 and a maximum of 3,277,500 11,212,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 12,894,375 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 1,421,201 and a maximum of 1,899,748 1,922,801 shares of its Common Stock (subject to an increase of up to 2,184,710 2,211,221 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted on November 27, 2012 as amended (the “Plan”), ) intends to convert from the federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified tax qualified plans, including the Bank's Employee Stock Benefit Plans of the Holding Company or BankOwnership Plan (“ESOP”) and 401(k) Plan; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 11,475,000 and a maximum of 3,277,500 15,525,000 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering and/or (iii) the Public Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 6,781,928 and a maximum of 1,899,748 9,175,550 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States of America and 12 C.F.R. Part 259 239 (“Regulation MM”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or BankPlans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors Members (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 1,381,250 shares and a maximum of 3,277,500 1,868,750 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of to up to 3,769,125 2,149,063 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 267,067 shares and a maximum of 1,899,748 361,325 shares of its Common Stock (subject to an increase of to up to 2,184,710 415,524 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed referred to as the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.

The Offering. The On April 17, 2008, the Board of Directors of each of the Bank and MHC, in accordance with the adopted a Plan of Conversion and Reorganization, as amended on June 19, 2008 and September 9, 2008 (the “Plan”), intends to convert ) which provides for the conversion of the MHC from the federally-chartered mutual holding company to the capital stock form of organization through the merger of MHC with the Bank, the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock holding company form of organization the Holding Company in the Offerings (defined below) (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with Upon completion of the Conversion, the Holding Company Bank will offer shares of Common Stock (as defined below) on be a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans wholly owned subsidiary of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan)Company. Pursuant to As part of the Plan, the Holding Company is offering a minimum of 2,422,500 up to 2,300,000 shares and a maximum of 3,277,500 shares (subject to an increase up to 2,645,000 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) (subject to an increase of up to 3,769,125 shares) a subscription offering (the “Offer SharesSubscription Offering”), in the Subscription Offering, and, if necessary, (1ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and collectively with the Subscription Offering and the Community Offering and/or (2) the Syndicated Community Offering (collectivelyOffering, the “OfferingOfferings”), in connection with the Conversion. The Plan also provides that the Company shall contribute shares in an amount of up to 4.75% of the Shares of its Common Stock sold in the Offerings (the “Foundation Shares”) and cash in an amount of up to 0.25% of the value of the Shares of its Common Stock sold in the Offerings, to a charitable foundation to be established by the Holding Company (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly-owned subsidiary of the Holding Company, as applicable. Upon the completion of the Offerings, the purchasers of Shares in the Offerings will own up to 95.5% of the outstanding Common Stock and the Charitable Foundation will own up to 4.5% of the outstanding Common Stock. The Holding Company will sell issue the Offer Shares in the Offering at a purchase price of $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. In the Subscription Offering, non-transferable rights to subscribe for between 1,700,000 and 2,300,000 Shares (subject to an increase up to 2,645,000 Shares) of the Common Stock (“Subscription Rights”) will be granted, in the following order of priority: (1) the Bank’s depositors with account balances of at least $50.00 as of the close of business on December 31, 2006 (“Eligible Account Holders”); (2) the Bank’s depositors, other than directors or officers of the Bank or corporators of MHC, and their associates, with account balances of at least $50.00 as of the close of business on March 31, 2008 (“Supplemental Eligible Account Holders”); (3) the Bank’s or the Holding Company’s tax-qualified employee stock benefit plans; and (4) the Bank’s employees, officers and directors and the corporators of MHC (the “Bank Participants”), subject to the priorities and purchase limitations set forth in the Plan. The Holding Company may offer Shares, if any, remaining after the Subscription Offering in a Community Offering on a priority basis to natural persons and trusts of natural persons residing within the Massachusetts municipalities of Abington, Acushnet, Attleborough, Barnstable, Berkley, Bourne, Brewster, Bridgewater, Brockton, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Dighton, Duxbury, ▇. ▇▇▇▇▇▇▇▇▇▇▇, Eastham, Easton, Fairhaven, Falmouth, Freetown, Halifax, Hanover, Hanson, Harwich, Kingston, Lakeville, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Marshfield, Mashpee, Mattapoisett, Middleborough, North Attleborough, Norton, Norwell, Orleans, Pembroke, Plymouth, Plympton, Provincetown, Raynham, Rehoboth, Rochester, Rockland, Sandwich, Scituate, Taunton, Truro, Wareham, Wellfleet, West Bridgewater, ▇▇▇▇▇▇▇ and Yarmouth, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority (“FINRA”). It is acknowledged that the number of Shares to be sold in the Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offerings is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-152391) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any amendments and supplements thereto from and after their dates of effectiveness or use, respectively. In accordance with Chapter 167H, Section 9 of the Massachusetts General Laws and Chapter 33 of the Massachusetts Administration Code (the “Conversion Regulations”), the MHC and the Bank have filed with the Massachusetts Division of Banks (the “Division”) an Application for Conversion (the “Conversion Application”) and the MHC and the Bank have filed with the Federal Deposit Insurance Corporation (the “FDIC”) an Interagency Bank Merger Act Application (the “Merger Application). In connection with the Conversion, the Holding Company filed with the Federal Reserve Bank of Boston (the “FRB”) applications on Form FRY-3 and Form FRY-4 (the “BHC Application,” and together with the Conversion Application and the Merger Application, the “Applications”), for the Holding Company to become a bank holding company with respect to the Bank. Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated September 11, 2008 of the Holding Company to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

The Offering. The MHC, in accordance with the Plan of Conversion and ReorganizationReorganization adopted February 9, as amended 2010 (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) the applicable regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve BoardOTS”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1i) Eligible Account Holders; (2ii) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3iii) Supplemental Eligible Account Holders; and (4iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares 3,346,875 and a maximum of 3,277,500 4,528,125 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 5,207,344 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1i) the Community Offering and/or (2ii) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 8.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares 2,717,781 and a maximum of 1,899,748 3,676,998 shares of its Common Stock (subject to an increase of up to 2,184,710 4,228,548 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.