Common use of The Offering Clause in Contracts

The Offering. The Company intends to offer and sell up to 1,000,000 Depositary Shares (the “Shares”), each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 per share (the “Series B Shares”), in an offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Offering”), and (2) the Company’s customers and residents of the communities it serves (the “Community Offering”). Subject to the preference of subscriptions received first in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) and that the Company may in its sole discretion reject, in whole or in part, any orders received in the Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 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.

The Offering. The Company intends to offer and sell is offering for sale in this offering (the "OFFERING") up to 1,000,000 Depositary Shares 1,700,000 shares (the “Shares”)"Maximum Offering") of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 0.001 per share (the “Series B "COMMON STOCK"). Notwithstanding the foregoing, the Company, in its sole discretion, may increase the Maximum Offering, at any time during the Offering and without prior notice, by up to ten percent (10%). There is no minimum offering, and the Company may accept and close upon subscriptions from time to time in its sole discretion during the offering period referred to in this Agreement. In addition to the shares of Common Stock being offered hereby (the "Shares”"), in for every two Shares acquired by a Purchaser at an offering applicable Closing (as such term is hereinafter defined) pursuant to subscribers in this Agreement, the following order Company shall deliver to such Purchaser a warrant (the "WARRANT") to purchase one share of priority: Common Stock. The Warrants, which shall not be transferable, shall initially be exercisable at $3.00 per share of Common Stock, subject to adjustment, and be exercisable for a period of three (13) current common equity shareholders years after issuance or until the date which is ten (10) days after the Company furnishes written notice to the Warrant holder that the market price of the Company Common Stock has been at least 350% of the then applicable exercise price of the Warrant for a period of at least thirty (the “Shareholder Offering”)30) days, and (2) the Company’s customers and residents average trading volume of the communities it serves Common Stock has been at least 100,000 shares per day during the preceding thirty (the “Community Offering”)30) days. Subject to the preference The shares of subscriptions received first in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering Common Stock which may be offered to certain members acquired upon exercise of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering Warrant are collectively sometimes hereinafter referred to as the “Offering”"WARRANT SHARES"). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time Warrants are sometimes hereinafter referred to time as the "SECURITIES". The Purchasers of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, Securities shall have the benefit of certain registration rights in respect of the Shares and the Conversion Warrant Shares on the terms and conditions of a Registration Rights Agreement, in the form of EXHIBIT A hereto (the "REGISTRATION RIGHTS AGREEMENT"). The Company is offering the Securities only to individuals, entities or groups, including, without limitation, corporations, limited liability companies, limited or general partnerships, joint ventures, associations, joint stock companies, trusts, unincorporated organizations, or governments or any agencies or political subdivisions thereof (each, a "PERSON") who are "accredited investors" (as defined belowherein). The Company is making the Offering of the Securities directly through certain of its officers and its directors, but may engage a placement agent (the "PLACEMENT AGENT") are herein collectively and other registered broker-dealers ("OTHER PARTICIPATING AGENTS") may also place Securities. If the Company should engage a Placement Agent or any Other Participating Agent, the Company presently intends to pay to the Placement Agent and to Other Participating Agents, if any, commissions equal to up to 10% of the gross sales price of the Shares sold in the offering by the applicable Placement Agent or Other Participating Agent. In addition, the Company presently intends to issue to any such Placement Agent or Other Participating Agent, if any, at the final Closing warrants (the "PLACEMENT AGENT Warrants") granting to such person warrant coverage equal to 10% on the number of Shares (but not Warrant Shares) sold in the Offering to investors introduced by that person (without duplication of introduction). The Placement Agent Warrants shall initially be exercisable at $2.00 per share of Common Stock, subject to adjustment, commencing one year after the date of issuance and continuing for five (5) years thereafter, and, unlike the Warrants issued to Purchasers, shall contain a cashless exercise provision. The Placement Agent Warrants shall be transferable by the Placement Agent or Other Participating Agent receiving the same to its officers, directors, shareholders and employees, as well as by such persons to their immediate family affiliates in connection with estate planning, provided that no such transfer or disposition may be made other than in compliance with applicable securities laws and furnishing satisfactory evidence of such compliance to the Company. The Company will indemnify the Placement Agent and any Other Participating Agents, if any, against certain liabilities. The Company will pay its own costs of the Offering. The Company will also pay a non-accountable expense fee to the Placement Agent equal to 3% of the gross sales price of the Shares (but not any Warrant Shares) sold in the Offering to investors introduced by the Placement Agent (without duplication of introduction), such 3% amount being sometimes hereafter referred to as the “Securities.” The Series B Shares will have "NON-ACCOUNTABLE EXPENSE ALLOWANCE". Notwithstanding the terms foregoing, the Non-Accountable Expense Allowance shall be reduced on a dollar-for-dollar basis by the fees and provisions set forth in a certificate of amendment to the Articles of Incorporation expenses of the Company (Company's counsel for preparing and furnishing the “Certificate opinion letter referred to in Section 3.4(d) of Designations”) to be filed by the Company with the Secretary of State of the State of Ohiothis Agreement. It is acknowledged that the purchase of Shares All subscription proceeds in the Offering is subject will be paid at Closing to the maximum and minimum purchase limitations as described account or accounts specified in the Prospectus (as defined below) and or pursuant to Section 1.2 herein, provided that the Company may will utilize an escrow agent (the "ESCROW AGENT") for receipt of funds if required under applicable law. All references in its sole discretion reject, in whole or in part, any orders received this Agreement to the Escrow Agent shall be deemed to be references to the Company in the Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 event that there is hereinafter called the “Prospectus,” except that if any prospectus is filed by the 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 Commissionno third party Escrow Agent.

The Offering. The Bank, in accordance with the Plan of Reorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”) adopted by the Board of Directors of the Bank, intends to reorganize into the mutual holding company form of organization (the “Reorganization”) in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”). Pursuant to the Plan, the Holding Company will offer and sell up to 1,000,000 Depositary Shares 793,500 shares (subject to increase up to 912,525 shares) (the “Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of March 31, 2016 (“Eligible Account Holders”), in an offering to subscribers in (2) the following order of priority: (1) current common equity shareholders of Bank’s tax-qualified employee benefit plans, including the Company employee stock ownership plan established by the Bank (the “Shareholder OfferingESOP”), (3) depositors of the Bank with Qualifying Deposits as of [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders”), and (24) the Company’s customers and residents Other Members of the communities it serves Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering”). Subject ” and when referred to together with or subsequent to the preference of subscriptions received first Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Shareholder OfferingSubscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in Cayuga, Cortland, Madison, Oneida, and second in Onondaga Counties, and thereafter to cover orders of other members of the Community Offering, it general public. It is anticipated that any Shares shares not subscribed for in the Shareholder Offering Subscription and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent through a selected dealers agreement (the “Syndicated Community Offering”) (the Shareholder Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Plan and that the Holding Company may in its sole discretion reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Subscription funds received The Holding Company currently plans to sell up to approximately 46.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares under the Plan, the MHC will own approximately 54.0% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Seneca Savings” (the “Stock Bank”), and the Holding Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Stock Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-191169218749) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC 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 revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the Commission(i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), a Change in Assets Application as well as an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. The Company MHC, in accordance with the plan of conversion as adopted by the Boards of Directors of the Mid-Tier, the Bank, and the MHC (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization. Pursuant to the Plan, the Holding Company will offer and sell up to 1,000,000 Depositary Shares 486,828 shares (subject to increase up to 559,852 shares) (the “Offer Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”), in an a subscription offering (the “Subscription Offering”) to subscribers in the following order of priority: (1) current common equity shareholders depositors of the Company Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2013 (“Shareholder OfferingEligible Account Holders”), and (2) the Company’s customers and residents tax-qualified employee stock benefit plans of the communities it serves Bank or the Holding Company, including the Bank’s Employee Stock Ownership Plan and related trust (the “Community OfferingESOP”). Subject to the preference of subscriptions received first , (3) Supplemental Eligible Account Holders (as defined in the Shareholder OfferingPlan), if any, and second (4) any person holding a Deposit Account with a positive balance on the Voting Record Date (as defined in the Community OfferingPlan), it who is anticipated that any not an Eligible Account Holder or Supplemental Eligible Account Holder. To the extent Offer Shares are not subscribed for in the Shareholder Offering and the Community Offering Subscription Offering, such Offer Shares may be offered to certain members of the general public on in a best efforts basis by community offering (the Agent “Community Offering”), with preference given first to natural persons and trusts of natural persons who are residents of Xxxx County, Illinois and second to stockholders of the Mid-Tier as of the Voting Record Date (as defined in the Plan) and finally to other members of the general public. The Community Offering, which together with the Subscription Offering, as each may be extended or reopened from time to time, are herein referred to as the “Subscription and Community Offering,” may be commenced concurrently with, or upon conclusion of the Subscription Offering. It is currently anticipated that any Offer Shares not subscribed for in the Subscription and Community Offering will be offered, subject to Section 2 hereof, in a syndicated community offering (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company which may occur concurrently with the Secretary of State of the State of OhioSubscription and Community Offering. It is acknowledged that the Holding Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Syndicated Offering and the Community Offering. The Subscription and Community Offering and the Syndicated Offering are hereinafter referred to collectively as the “Offerings.” Pursuant to the Plan, the Holding Company will issue a minimum of 641,750 shares and a maximum of 868,250 shares of its Common Stock (subject to increase up to 998,488 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier in exchange for their existing shares of the Mid-Tier (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 will cease to exist. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company and the related mergers, the exchange of the Mid-Tier’s public stockholders’ shares for the Exchange Shares, the acquisition of the capital stock of the Bank by the Holding Company and the Offerings are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Offer Shares to be sold in the Conversion may be increased or decreased as described in the Plan; that the purchase of the Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Plan and the Prospectus; and that the Holding Company may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering and Syndicated Offering. Subscription funds received in Collectively, the offering prior to Offer Shares and the satisfaction of all closing conditions contained herein will Exchange Shares may also be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on termed the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. “Shares.” If the Offering does not close number of Shares is increased or if decreased in accordance with the closing occurs but some or all of a subscriber’s funds are not accepted by the CompanyPlan, the subscription funds will be promptly returned to the subscribersterm “Shares” shall mean such greater or lesser number, where applicable. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169198702) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), the Holding Company has filed an application on Form H-(e)1 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 MHC, the Holding Company, the Mid-Tier and the Bank also have filed an Application for Conversion on Form AC (the “Form AC”) with the FRB (the “Conversion Application”).

The Offering. The Company Bank, in accordance with the plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will convert its charter to a federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the Offering (as hereinafter defined); and (3) the Holding Company will issue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 1,000,000 Depositary Shares 747,500 shares (the “Shares”)subject to increase up to 859,625 shares) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B Shares” or “Common Shares”), in an a subscription offering (the “Subscription Offering”) to subscribers in the following order of priority: (1) current common equity shareholders depositors of the Company Bank with Qualifying Deposits (as defined in the Plan) as of December 31, 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “Shareholder OfferingESOP”), (3) depositors of the Bank with Qualifying Deposits as of March 31, 2016 (“Supplemental Eligible Account Holders”), and (24) the Company’s customers and residents Other Members of the communities it serves Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering”). Subject ” and when referred to together with or subsequent to the preference of subscriptions received first Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Shareholder OfferingSubscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Illinois Counties of Madison or St. Clair, and second in thereafter to cover orders of other members of the Community Offering, it general public. It is anticipated that any Shares shares not subscribed for in the Shareholder Offering Subscription and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent through a selected dealers agreement (the “Syndicated Community Offering”) (the Shareholder Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Plan and that the Holding Company may in its sole discretion reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Subscription funds received As a federally-chartered mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. stock Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. 333-191169210109) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC 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 SEC 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 CommissionSEC. In connection with the Conversion, the Bank has filed with the Office of the Comptroller of the Currency (the “OCC”) an Application For Conversion on Form AC (the “Conversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Kxxxxx & Company, Inc., dated February 12, 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OCC. The Conversion Application has been approved by the OCC and the related Prospectus has been authorized for use by the OCC. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. On January 21, 2016, the board of directors of Nodak Mutual adopted a Plan of Mutual Property and Casualty Insurance Company Conversion and Minority Offering (the “Plan”). The Plan provides for the conversion of Nodak from mutual to stock form (the “Conversion”) and the amendment and restatement of Nodak Mutual’s articles of incorporation, to, among other things change its name to Nodak Insurance Company. The Plan also provides for (a) the formation of Nodak Mutual Group, Inc., a newly-formed North Dakota nonstock corporation (“Nodak Mutual Group”), (b) the issuance of all of the outstanding common stock of Nodak Insurance Company intends upon completion of the Conversion to offer Nodak Mutual Group, (c) the formation of Holdings as an intermediate stock holding company that will own 100% of the common stock of Nodak Insurance Company, and sell (d) the issuance by Holdings of 55% of its outstanding common stock to Nodak Mutual Group in exchange for all of the outstanding capital stock of Nodak Insurance Company. In connection with the Conversion, Holdings is offering up to 1,000,000 Depositary Shares 10,350,000 shares (the “Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”), in an (i) a subscription offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Subscription Offering”), and and, if necessary, (2ii) the Company’s customers and residents of the communities it serves a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). Subject The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 45% of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): · eligible members of Nodak Mutual, who are the named insureds under policies of insurance issued by Nodak Mutual and in force on January 21, 2016; · the Employee Stock Ownership Plan formed by Nodak Mutual (the “ESOP”); and · officers, directors, and employees of Nodak Mutual. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the preference following categories of subscriptions received first purchasers (listed in the Shareholder Offering, and second order of priority) in the Community OfferingOffering before offering them to the general public: · Named insureds under policies of insurance issued by Nodak Mutual after January 21, 2016; · Licensed insurance producers appointed by Nodak Mutual; · Members of the North Dakota Farm Bureau that are not policyholders of Nodak Mutual; · Residents of North Dakota; · Licensed insurance producers appointed by Battle Creek Mutual Insurance Company (“Battle Creek”), American West Insurance Company (“American West”), or Primero Insurance Company (“Primero”); and · Residents of South Dakota, Minnesota, Nebraska, Nevada and Arizona. In the event a Community Offering is held, it is anticipated that may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Shareholder Subscription Offering and or in the Community Offering may be offered in the Syndicated Offering to certain selected members of the general public on a best best-efforts basis by through a syndicate of registered broker-dealers who are members of the Agent Financial Industry Regulatory Authority (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “OfferingFINRA”). The Series B Shares will, when issued, Syndicated Offering will be deposited managed by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of OhioAgent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Prospectus, and that the Company Holdings may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333337-19116901371) (in order to register the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities 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 and such amended prospectuses as may have been required to the date hereofhereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Holdings pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said such prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, Holdings is delivering to the Agent copies of the Prospectus, dated ________, 2016, of Holdings 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 Offering as defined in the Prospectus. In accordance with Section 26.1-12.2-02(2) of the North Dakota Century Code (the “Century Code”), Nodak Mutual has filed with the North Dakota Insurance Commissioner (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Nodak Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by Fxxxxxx Financial, Inc. (the “Appraisal”), and the Prospectus.

The Offering. The Company MHC, in accordance with the plan of conversion as adopted by the Boards of Directors or Board of Trustees, as applicable, of each of the Xxxxxxxx Parties (the “Plan”), intends to convert from the current mutual holding company form of organization to a stock holding company form of organization (the “Conversion”). Pursuant to the Plan, the Holding Company will offer and sell up to 1,000,000 Depositary Shares 4,945,000 shares (subject to increase up to 5,686,750 shares) of its common stock, $0.01 par value per share (the “Common Stock”) (subject to increase up to 5,686,750 shares) (the “Shares”), each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 per share subscription offering (the “Series B SharesSubscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31, 2014 (“Eligible Account Holders”), in an offering to subscribers (2) depositors of the Bank with Qualifying Deposits (as defined in the following order Plan) as of priority: June 30, 2015 (1“Supplemental Eligible Account Holders”), (3) current common equity shareholders of the Company Bank’s tax-qualified employee benefit plans, including its employee stock ownership plan (the “Shareholder OfferingESOP”), and (24) the Company’s customers employees, officers, directors trustees and residents corporators of the communities it serves Bank and the MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering”). Subject ” and when referred to together with or subsequent to the preference of subscriptions received first Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Shareholder OfferingSubscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the Massachusetts municipalities of Abington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North Attleboro, Norton, Plainville, Quincy, Xxxxxxxx, Xxxxxx, Stoughton and Weymouth and the Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and second in thereafter to cover orders of other members of the Community Offering, it general public. It is anticipated that any Shares not subscribed for in the Shareholder Offering Subscription and the Community Offering may be offered to certain members of the general public on a best efforts basis through a syndicate of broker-dealers organized by the Agent (the “Syndicated Community Offering”) or on a firm commitment basis through an underwritten public offering (the “Public Offering”) (the Shareholder Subscription Offering, Community Offering and any Syndicated Community Offering or Public Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Plan and that the Holding Company may in its sole discretion reject, in whole or in part, any orders order received in the Community Offering, Syndicated Community Offering or Public Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the appraisal, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the Prospectus. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application, and the Holding Company Application are collectively referred to herein as the “Applications.”

The Offering. On March 8, 2018, the board of directors of Federal Life Mutual adopted a Plan of Conversion (the “Plan”). The Company intends Plan provides for the conversion of Federal Life Mutual from mutual to offer stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of Federal Life Mutual upon completion of the Conversion to HoldCo, and sell (b) the formation of HoldCo as a stock holding company that will own 100% of the common stock of Federal Life Mutual. In connection with the Conversion, HoldCo is offering up to 1,000,000 Depositary Shares 4,600,000 shares (the “Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”), in an (i) a subscription offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Subscription Offering”), and and, if necessary, (2ii) the Company’s customers and residents of the communities it serves a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). Subject The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo, the Shares will constitute 100% of the outstanding common stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority · to eligible members of Federal Life, who are the named insureds under policies of insurance and holders of annuity contracts issued by Federal Life and in force on March 8, 2018 (the “Eligible Members”); and · directors and officers of HoldCo. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the preference following categories of subscriptions received first purchasers (listed in the Shareholder Offering, and second order of priority) in the Community OfferingOffering before offering them to the general public: · employees of Federal Life; · Insurance Capital Group LLC (“ICG”); and · Up to four strategic investors. In the event a Community Offering is held, it is anticipated that may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Shareholder Subscription Offering and or in the Community Offering may be offered in the Syndicated Offering to certain selected members of the general public on a best best-efforts basis by through a syndicate of registered broker-dealers who are members of the Agent Financial Industry Regulatory Authority (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “OfferingFINRA”). The Series B Shares will, when issued, Syndicated Offering will be deposited managed by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of OhioAgent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Prospectus, and that the Company HoldCo may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333377-19116902185) (in order to register the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities 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 and such amended prospectuses as may have been required to the date hereofhereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company HoldCo pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said such prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the Prospectus, dated [●], 2018, of HoldCo 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 Offering as defined in the Prospectus. In accordance with Section 59.1 of the Illinois Insurance Code, 215 ILCS 5/59.1 (the “Insurance Code”), Federal Life Mutual has filed with the Illinois Department of Insurance (the “Department”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Federal Life Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC (the “Appraisal”), and the Prospectus.

The Offering. On February, 2021, the board of directors of ACIC adopted a Plan of Conversion (the “Plan”). The Company intends Plan provides for the conversion of ACIC from mutual to offer stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of ACIC upon completion of the Conversion to HoldCo, and sell (b) the formation of HoldCo as a stock holding company that will own 100% of the common stock of ACIC. In connection with the Conversion, HoldCo is offering up to 1,000,000 Depositary Shares 3,060,000 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), each representing in (i) a 1/40th interest in subscription offering (the “Subscription Offering”), and, if necessary, (ii) a 6.50public offering (the “Public Offering”). The Subscription Offering and the Public Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo and any shares of 8.5% Noncumulative Redeemable Cumulative Convertible Perpetual Preferred ShareStock, Series BA (the “Series A Preferred Stock”) issued in connection with the acquisition of American Risk Management, no par value per share and Inc. (“ARM”) by HoldCo, the Shares will constitute 100% of the outstanding capital stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a liquidation preference purchase price of $1,000.00 10.00 per share (the “Series B SharesPurchase Price”). 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 shares of Common Stock to be offered in an offering the Subscription Offering will be offered pursuant to subscribers nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority: (1) current common equity shareholders • to eligible members of ACIC, who are the Company named insureds under policies of insurance issued by ACIC and in force on February 3, 2021 (the “Shareholder Eligible Members”); • to the employee stock ownership plan of HoldCo (the “ESOP”); and • trustees, officers, and employees of ACIC. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the general public and to certain significant investors (the “Standby Purchasers”). In the event a Public Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Agent, a member of the Financial Industry Regulatory Authority (“FINRA”), and (2) the Company’s customers and residents of the communities it serves (the “Community Offering”). Subject to the preference of subscriptions received first will act as placement agent for HoldCo in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company connection with the Secretary of State of the State of OhioOffering. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Offering Statement (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Offering Statement, and that the Company HoldCo may in its sole discretion reject, in whole or in part, any orders subscription received in the Public Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 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.

The Offering. On January 21, 2016, the board of directors of Nodak Mutual adopted a Plan of Mutual Property and Casualty Insurance Company Conversion and Minority Offering (the “Plan”). The Plan provides for the conversion of Nodak from mutual to stock form (the “Conversion”) and the amendment and restatement of Nodak Mutual’s articles of incorporation, to, among other things change its name to Nodak Insurance Company. The Plan also provides for (a) the formation of Nodak Mutual Group, Inc., a newly-formed North Dakota nonstock corporation (“Nodak Mutual Group”), (b) the issuance of all of the outstanding common stock of Nodak Insurance Company intends upon completion of the Conversion to offer Nodak Mutual Group, (c) the formation of Holdings as an intermediate stock holding company that will own 100% of the common stock of Nodak Insurance Company, and sell (d) the issuance by Holdings of 55% of its outstanding common stock to Nodak Mutual Group in exchange for all of the outstanding capital stock of Nodak Insurance Company. In connection with the Conversion, Holdings is offering up to 1,000,000 Depositary Shares 10,350,000 shares (the “Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”), in an (i) a subscription offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Subscription Offering”), and and, if necessary, (2ii) the Company’s customers and residents of the communities it serves a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). Subject The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 45 % of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): · eligible members of Nodak Mutual, who are the named insureds under policies of insurance issued by Nodak Mutual and in force on January 21, 2016; · the Employee Stock Ownership Plan formed by Nodak Mutual (the “ESOP”); and · officers, directors, and employees of Nodak Mutual. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the preference following categories of subscriptions received first purchasers (listed in the Shareholder Offering, and second order of priority) in the Community OfferingOffering before offering them to the general public: · Named insureds under policies of insurance issued by Nodak Mutual after January 21, 2016; · Licensed insurance producers appointed by Nodak Mutual; · Members of the North Dakota Farm Bureau that are not policyholders of Nodak Mutual; · Residents of North Dakota; · Licensed insurance producers appointed by Battle Creek Mutual Insurance Company (“Battle Creek”), American West Insurance Company (“American West”), or Primero Insurance Company (“Primero”); and · Residents of South Dakota, Minnesota, Nebraska, Nevada and Arizona. In the event a Community Offering is held, it is anticipated that may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Shareholder Subscription Offering and or in the Community Offering may be offered in the Syndicated Offering to certain selected members of the general public on a best best-efforts basis by through a syndicate of registered broker-dealers who are members of the Agent Financial Industry Regulatory Authority (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “OfferingFINRA”). The Series B Shares will, when issued, Syndicated Offering will be deposited managed by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of OhioAgent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Prospectus, and that the Company Holdings may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333____-191169______) (in order to register the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities 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 and such amended prospectuses as may have been required to the date hereofhereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Holdings pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said such prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, Holdings is delivering to the Agent copies of the Prospectus, dated ________, 2016, of Holdings 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 Offering as defined in the Prospectus. In accordance with Section 26.1-12.2-02(2) of the North Dakota Century Code (the “Century Code”), Nodak Mutual has filed with the North Dakota Insurance Commissioner (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Nodak Mutual relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by Fxxxxxx Financial, Inc. (the “Appraisal”), and the Prospectus.

The Offering. The Company intends to offer and sell up to 1,000,000 Depositary Shares On July 26, 2007, the Board of Directors of the Bank adopted a Plan of Conversion (the “SharesPlan”) pursuant to which the Bank will convert from a New Jersey-chartered mutual savings bank to a New Jersey-chartered stock savings bank (the “Conversion”) in accordance with applicable federal law, New Jersey law and the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the New Jersey Department of Banking and Insurance (the “Department of Banking”). In connection with the Conversion, each representing the Company, a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Sharenewly formed Maryland corporation, Series Bwill offer shares of the Company’s stock, no par value per share and a liquidation preference of $1,000.00 0.01 per share (the “Series B Common Stock”) in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to $1.2 million in cash and 851,690 shares of Common Stock to The CapeBank Charitable Foundation, a charitable foundation (the “Foundation”), in such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Cape Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between 7,820,000 and 10,580,000 shares (subject to an offering increase up to subscribers 12,167,000 shares) of Common Stock will be granted (the “Subscription Rights”), in the following order of priority: (1) current common equity shareholders the Bank’s depositors with account balances of at least $50.00 as of the Company close of business on June 30, 2006 (the “Shareholder OfferingEligible Account Holders”), and ; (2) the CompanyBank’s customers and residents tax-qualified employee benefit plans; (3) the Bank’s depositors with account balances of at least $50.00 as of the communities it serves close of business on September 30, 2007 (“Supplemental Eligible Account Holders”); and (4) the Bank’s depositors as of , 2007 (the “Community OfferingOther Member Record Date”) who were not able to subscribe for Shares under categories (1) or (3). Subject to the preference The Company may offer shares of Common Stock for which subscriptions have not been received first in the Shareholder Offering, and second Subscription Offering in the Community Offering, with preference given (i) first to natural persons residing in Atlantic or Cape May Counties, New Jersey, (ii) then to shareholders of Boardwalk Bancorp, Inc. (“Boardwalk Bancorp”) as of the record date of the Boardwalk Bancorp shareholders’ meeting to vote on the proposed acquisition of Boardwalk Bancorp by the Company, and (iii) then to the general public. In the event a Community Offering is held, it is anticipated that may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Shareholder Subscription Offering and or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on through a best efforts basis syndicate of registered broker-dealers managed by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering which are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time members of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B SharesNational Association of Securities Dealers, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. Inc. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Prospectus; and that the Company may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering and Syndicated Community Offering. Subscription funds received Simultaneously with or immediately following the completion of the Offering, the Company will acquire Boardwalk Bancorp, a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 26, 2007. Boardwalk Bancorp is the holding company for Boardwalk Bank, a New Jersey chartered commercial bank (“Boardwalk Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department of Banking and the Federal Reserve Board of Philadelphia (the “FRB”), which laws and regulations are collectively referred to as the “Merger Regulations,” and together with the FDIC, Department of Banking and Office of Thrift Supervision (the “OTS”) regulations governing the Offering, the “Conversion Regulations.” Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Boardwalk Bancorp common stock (the “Boardwalk Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the offering Merger Agreement, $23.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Boardwalk Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Boardwalk Bancorp shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Boardwalk Common Stock and the maximum number of Boardwalk Bancorp shares converted into the right to receive stock consideration will be 50% of the total outstanding shares of Boardwalk Common Stock. Immediately prior to the satisfaction effective time of all closing conditions contained herein the Merger, each outstanding option to purchase Boardwalk Common Stock will be delivered canceled and exchange for a cash payment from the Company equal to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purposeexcess of the $23.00 merger consideration over the exercise price per share of each option. If Although the Offering does not close or if and the closing occurs but some or all of a subscriber’s funds Merger are not accepted by the Companyseparate and distinct transactions, the subscription funds Merger will not occur unless the Offering is completed; however, the Offering will proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering will be promptly returned consummated, subject to receipt of necessary regulatory and member approvals. Boardwalk Bancorp, Boardwalk Bank and their subsidiaries are sometimes referred to as the subscribers“Boardwalk Parties” herein. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-191169146178) (in order to register the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended (the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Securities Act (the “1933 Act Regulations”) differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became 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 CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Boardwalk Bancorp stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the OTS; (ii) a Notice of Intent to Convert to Stock Form (the “FDIC Conversion Notice”) has been filed with the FDIC; and (iii) an application to convert to stock form (the “New Jersey Conversion Application”) has been filed with the Department of Banking. The Holding Company Application, the FDIC Conversion Notice and the New Jersey Conversion Application are referred to herein as the “Conversion Applications.” The FDIC Conversion Notice and New Jersey Conversion Application include, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) a letter application (the “New Jersey Merger Application”) has been filed with the Department of Banking; (ii) an Interagency Bank Merger Act Application (the “FDIC BMA Application”) has been filed with the FDIC; and (iii) a Notice of Acquisition of Boardwalk Bancorp and Boardwalk Bank (the “FRB Merger Notice”) has been filed with the FRB. The New Jersey Merger Application, the FDIC BMA Application and the FRB Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus, dated November , 2007, 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 the Syndicated Community Offering and/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the Company, Boardwalk Bancorp, Boardwalk Bank, the Foundation, the Common Stock, the Offering and the Merger.

The Offering. The Company Bank, in accordance with the Plan of Reorganization and Stock Issuance adopted by its Board of Directors (the “Plan”), intends to reorganize from a federally-chartered mutual savings bank into the mutual holding company structure, and issue all of its issued and outstanding capital stock to the Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), except as such rules and regulations are waived by the OTS. Pursuant to the Plan, the Company will offer and sell up to 1,000,000 Depositary Shares 465,750 shares (the “Shares”)subject to increase up to 535,613) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B Shares” or “Common Shares”), in an a subscription offering (the “Subscription Offering”) to subscribers in the following order of priority: (1) current common equity shareholders depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2005 (“Eligible Account Holders”), (2) the employee stock ownership plan established by either the Bank or the Company (the “Shareholder OfferingESOP”), (3) depositors of the Bank with Qualifying Deposits as of December 31, 2006 (“Supplemental Eligible Account Holders”), and (24) the Company’s customers and residents Depositors of the communities it serves Bank as of January 31, 2007, who are not eligible or supplemental eligible account holders, and borrowers of the Bank who had loans outstanding on September 19, 1989 that continue to be outstanding as of January 31, 2007 (the “Community OfferingOther Members”). Subject to the preference prior subscription rights of subscriptions received first the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Shareholder OfferingSubscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons who are residents of Clinton, Madison and second St. Clair Counties, Illinois. Subscribers’ checks will be transmitted to the Bank by no later than noon of the next business day where they will be invested in the Community Offering, it investments that are permissible under Rule 15c2-4. It is anticipated that any Shares shares not subscribed for in the Shareholder Offering Subscription and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent through a selected dealers agreement (the “Syndicated Community Offering”) (the Shareholder Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Plan and that the Company may in its sole discretion reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Subscription funds received The Common Shares offered for sale in the offering prior to the satisfaction Offering will represent a minority ownership interest of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all 45% of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers’s total outstanding Common Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. 333-191169139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 Prospectus is filed by the 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 Title 12, Part 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Company and the Bank have filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and have filed such amendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company and the MHC have filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. On February 16, 2016, the board of directors of Illinois Casualty adopted a Plan of Conversion, which was amended and restated on June 14, 2016 (the “Plan”). The Company intends Plan provides for the conversion of Illinois Casualty from mutual to offer stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of Illinois Casualty upon completion of the Conversion to Holdings, and sell (b) the formation of Holdings as a stock holding company that will own 100% of the common stock of Illinois Casualty. In connection with the Conversion, Holdings is offering up to 1,000,000 Depositary Shares 4,088,889 shares (the “Shares”)) of its common stock, each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no $0.01 par value per share and a liquidation preference of $1,000.00 per share (the “Series B SharesCommon Stock”), in an (i) a subscription offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Subscription Offering”), and and, if necessary, (2ii) the Company’s customers and residents of the communities it serves a direct community offering (the “Community Offering”), and (iii) if necessary, a syndicated offering (the “Syndicated Offering”). Subject The Subscription Offering, the Community Offering and the Syndicated Offering are herein sometimes collectively referred to as the “Offering.” The Shares will constitute 100% of the outstanding common stock of Holdings after completion of the Offering. Holdings will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). 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 shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of Illinois Casualty, who are the named insureds under policies of insurance issued by Illinois Casualty and in force on February 16, 2016; • the Employee Stock Ownership Plan formed by Illinois Casualty (the “ESOP”); and • officers, directors, and employees of Illinois Casualty. Holdings may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the preference following categories of subscriptions received first purchasers (listed in the Shareholder Offering, and second order of priority) in the Community OfferingOffering before offering them to the general public: • Named insureds under policies of insurance issued by Illinois Casualty after February 16, 2016; • Licensed insurance producers appointed by Illinois Casualty who have produced business within the last 12 months; and • Members of the general public. In the event a Community Offering is held, it is anticipated that may be held at any Shares time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Shareholder Subscription Offering and or in the Community Offering may be offered in the Syndicated Offering to certain selected members of the general public on a best best-efforts basis by through a syndicate of registered broker-dealers who are members of the Agent Financial Industry Regulatory Authority (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “OfferingFINRA”). The Series B Shares will, when issued, Syndicated Offering will be deposited managed by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of OhioAgent. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Prospectus, and that the Company Holdings may in its sole discretion reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company Holdings has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. 333-191169214081) (in order to register the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities 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 and such amended prospectuses as may have been required to the date hereofhereof (the “Registration Statement”). The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Holdings pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said such prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, Holdings is delivering to the Agent copies of the Prospectus, dated , 2016, of Holdings 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 Offering as defined in the Prospectus. In accordance with Section 59.1 of the Illinois Insurance Code, 215 ILCS 5/59.1 (the “Insurance Code”), Illinois Casualty has filed with the Illinois Department of Insurance (the “Department”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, is hereinafter referred to as the “Conversion Application”), including a copy of the Proxy Statement for a Special Meeting of the voting members of Illinois Casualty relating to the Conversion (the “Proxy Statement”), the Pro Forma Valuation Report prepared by Xxxxxxx Financial, Inc. (the “Appraisal”), and the Prospectus.

The Offering. On February 3, 2021, the board of directors of ACIC adopted a Plan of Conversion, which was amended and restated by the board of directors of ACIC on November 9, 2001 (the “Plan”). The Company intends Plan provides for the conversion of ACIC from mutual to offer stock form (the “Conversion”). The Plan also provides for (a) the issuance of all of the outstanding common stock of ACIC upon completion of the Conversion to HoldCo, and sell (b) the formation of HoldCo as a stock holding company that will own 100% of the common stock of ACIC. In connection with the Conversion, HoldCo is offering up to 1,000,000 Depositary Shares 2,300,000 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), each representing in (i) a 1/40th interest in subscription offering (the “Subscription Offering”), and, if necessary, (ii) a 6.50public offering (the “Public Offering”). The Subscription Offering and the Public Offering are herein sometimes collectively referred to as the “Offering.” Except for any shares of Common Stock issued under any stock incentive plan adopted by HoldCo and any shares of 8.5% Noncumulative Redeemable Cumulative Convertible Perpetual Preferred ShareStock, Series BA (the “Series A Preferred Stock”) issued in connection with the acquisition of American Risk Management, no par value per share and Inc. (“ARM”) by HoldCo, the Shares will constitute 100% of the outstanding capital stock of HoldCo after completion of the Offering. HoldCo will issue the Shares at a liquidation preference purchase price of $1,000.00 10.00 per share (the “Series B SharesPurchase Price”). 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 shares of Common Stock to be offered in an offering the Subscription Offering will be offered pursuant to subscribers nontransferable subscription rights (subject to limitations set forth in the Plan) in the following order of priority: (1) current common equity shareholders • to eligible members of ACIC, who are the Company named insureds under policies of insurance issued by ACIC and in force on February 3, 2021 (the “Shareholder Eligible Members”); • to the employee stock ownership plan of HoldCo (the “ESOP”); and • trustees, officers, and employees of ACIC. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering to the general public and to certain significant investors (the “Standby Purchasers”). In the event a Public Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Agent, a member of the Financial Industry Regulatory Authority (“FINRA”), and (2) the Company’s customers and residents of the communities it serves (the “Community Offering”). Subject to the preference of subscriptions received first will act as placement agent for HoldCo in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company connection with the Secretary of State of the State of OhioOffering. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Offering Statement (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) Offering Statement, and that the Company HoldCo may in its sole discretion reject, in whole or in part, any orders subscription received in the Public Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering does not close or if the closing occurs but some or all of a subscriber’s funds are not accepted by the Company, the subscription funds will be promptly returned to the subscribers. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-191169) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Securities under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and 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 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.