Common use of The Offering Clause in Contracts

The Offering. The Primary Parties, in accordance with the Plan of Conversion of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual co-operative form of organization to a stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on December 31, 2020 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (3) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”). In addition, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthrop. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion of Xxxxxxx Co-operative BankReorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, dated as of March 9, 2022 amended (the “Plan”), adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from reorganize into the mutual co-operative form of organization to a stock co-operative bank holding company form of organization (the “ConversionReorganization”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”). Pursuant to the Plan, the Federal Deposit Insurance Corporation Holding Company will offer and sell up to 7,224,663 shares (subject to increase up to 8,308,362 shares) (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “AgreementShares”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December October 31, 2020 2015 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10, 2022 2017 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in New York Counties of Bronx, New York, Queens and Kings and the Massachusetts towns New Jersey County of Xxxxxx, and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropthereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If In addition, as described herein, the number of Shares offered is increased or decreased Holding Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to Xxxxx De Xxxx Foundation (the term “Foundation”) (such shares hereinafter being referred to as the “Foundation Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed ”) equal to the Foundation will represent 1003.3% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Conversion Reorganization. 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 Reorganization and the Offering, all of the assets, except for $200,000, 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 “Xxxxx Bank” (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 $200,000, including its right, title and interest in accordance 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 Stock Bank. The Holding Company has filed with the PlanSecurities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 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 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 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 (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), 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 and the establishment of the Foundation (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 Primary PartiesBank, in accordance with the Plan its plan of Conversion conversion adopted by its Board of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Directors (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the a federally-chartered mutual co-operative form of organization savings bank to a federal stock co-operative savings bank form of organization (the “Conversion”) in compliance with ), and issue all of its issued and outstanding capital stock to the Company. The Conversion will be accomplished pursuant to federal laws law and the rules and regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion RegulationsOTS”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in Pursuant to the Plan. In connection with the Conversion, the Company will offer and sell up to 3,208,500 shares (subject to increase up to 3,689,775 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December March 31, 2020 2007 (“Eligible Account Holders”), (2) the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10June 30, 2022 2008 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans other depositor members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing who are residents of Xxxxx, Xxxxx, Harrison, Jefferson, Xxxxx and Washington Counties in the Massachusetts towns Indiana and cities: EverettBullitt, MaldenHenry, MedfordJefferson, MelroseMeade, North ReadingNelson, SomervilleXxxxxx, StonehamXxxxxx, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere Xxxxxxx and WinthropXxxxxxx Counties in Kentucky. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If the number of Shares offered is increased or decreased in accordance In connection with the PlanConversion and pursuant to the terms of the Plan as described in the Prospectus (as hereinafter defined), immediately following the consummation of the Conversion, subject to compliance with certain conditions as may be imposed by OTS, the Company will contribute 110,000 shares of its common stock (the “Foundation Shares”) and $100,000 in cash to the First Savings Charitable Foundation (the “Foundation”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-151636) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 “SharesProspectus” shall mean 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 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”), and has filed such greater or lesser numberamendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners* Loan Act, as applicable. The Shares offered for sale in amended (“HOLA”) and the Offering and contributed to regulations promulgated thereunder (the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan“Control Act Regulations”).

The Offering. The Primary HF Parties, in accordance with the Plan of Conversion of Xxxxxxx Co-operative BankHome Federal Savings and Loan Association of Grand Island, dated as of March 9June 6, 2022 2023 (the “Plan”), adopted by the Boards of Directors of the Primary HF Parties, intend to convert from the mutual co-operative form of organization to a stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), ) and the Federal Deposit Insurance Corporation Office of the Comptroller of the Currency (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “CommissionerOCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on December March 31, 2020 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 10June 30, 2022 2023 (“Supplemental Eligible Account Holders”)) and (4) depositors of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and (3) tax-qualified employee plans each borrower as of the Company and the Bank (“Tax-Qualified Employee Plan”). In additionclose of business on November 13, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price 2015 whose borrowing remains outstanding as of the Common Stock sold in the Offering (as defined below)close of business on August 2, 2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Massachusetts towns Nebraska counties of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and WinthropXxxxxx. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 2,720,000 shares and a maximum of 10,637,500 3,680,000 shares (subject to increase up to 12,233,125 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Plan plan of Conversion conversion and reorganization adopted by the Board of Xxxxxxx Co-operative Bank, dated as Directors of March 9, 2022 each of the OBA Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual co-operative holding company form of organization to a the stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31April 30, 2020 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) Plan, (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10September 30, 2022 2009 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and MHC as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing in the Massachusetts towns Maryland Counties of Xxxxxxxxxx and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere Xxxxxx and Winthropthe District of Columbia. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If the number of Shares offered is increased or decreased in accordance with the PlanIn December 2007, the term “Shares” shall mean such greater or lesser number, as applicableBank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The Shares offered for sale in the Offering and contributed to the Foundation will represent MHC currently owns 100% of the Company’s outstanding shares of Common Stock OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion in and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-161898) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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. In accordance with Title 12, Part 563b of the PlanCode of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 18, 2009 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 OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application 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. The Primary PartiesBank, in accordance with the Plan its plan of Conversion reorganization adopted by its Board of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Directors (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert reorganize from a federally-chartered mutual savings bank into the mutual co-operative form holding company structure, and issue all of organization its issued and outstanding capital stock to a stock co-operative bank form of organization the Company (collectively, these transactions are referred to herein as the “ConversionReorganization”) in compliance with ). The Reorganization will be accomplished pursuant to federal laws law and the rules and regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal ReserveOTS”), except as such rules and regulations are waived by the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable OTS. Pursuant to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer and sell up to 491,625 shares (subject to increase up to 565,369) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31September 30, 2020 2005 (“Eligible Account Holders”), (2) the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10December 31, 2022 2006 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Depositors of the Company Bank as of , 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 , 2007 (“Tax-Qualified Employee PlanOther Members”). In additionSubject to the prior subscription rights of the above-listed parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing who are residents of Clinton, Madison and 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 Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropinvestments that are permissible under Rule 15c2-4. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per share. If is subject to the number of Shares offered is increased maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater Community Offering or lesser number, as applicableSyndicated Community Offering. The Common Shares offered for sale in the Offering and contributed to the Foundation will represent 100a minority ownership interest of 45% of the Company’s total outstanding shares of Common Stock upon completion Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Conversion in Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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. In accordance with Title 12, Part 575 of the PlanCode of Federal Regulations (the “Reorganization Regulations”), the Bank has filed with the OTS a combined Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a 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 has 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 has filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered 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. The Primary PartiesBank, in accordance with the Plan plan of Conversion conversion adopted by the Board of Xxxxxxx Co-operative Bank, dated as Directors of March 9, 2022 the Bank (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual co-operative form of organization to a the stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the following will occur: (1) the Bank will convert its charter to the 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 (the “Offering”); and (3) the Holding Company will issue the common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 3,392,500 shares (subject to increase up to 3,901,375 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31June 30, 2020 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) Plan, (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing in the Massachusetts towns Michigan Counties of Midland, Saginaw, Bay, Clare, Xxxxxxx, Xxxxxxxx, Gratiot, Shiawassee, Genesee and cities: EverettTuscola, Maldenand next to cover orders of other persons residing in the Community, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropthereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the number terms of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock 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 stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 Bank 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 563b of the PlanCode of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 13, 2010 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 OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application 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. The Primary PartiesMHC, in accordance with the Plan of Conversion and Reorganization of Xxxxxxx Co-operative BankBanks of the Chesapeake, dated as of March 9, 2022 M.H.C. (the “Plan”), ) adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from the mutual co-operative form of organization to a into the stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations (the “Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”). Pursuant to the Plan, the Federal Deposit Insurance Corporation Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “AgreementShares”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31April 30, 2020 2017 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10, 2022 2018 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Baltimore City, Maryland and Xxxx Arundel, Baltimore, Xxxxxxx, Harford and Xxxxxx Counties, Maryland, and thereafter to cover orders of other members of the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropgeneral public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If In connection with the number Conversion, the MHC filed with the Board of Shares offered is increased or decreased Governors of the Federal Reserve System (“FRB”) an application on Form AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxxx Financial Advisors, Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the PlanHome Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 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 (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 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 “SharesProspectus” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed refer to the Foundation will represent 100% of revised prospectus from and after the Company’s outstanding shares of Common Stock upon completion of time said prospectus is provided to the Conversion in accordance with the PlanAgent for such use.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Reorganization from a Mutual Savings Association to a Mutual Holding Company and Stock Issuance Plan (the “"Plan”), ") adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from reorganize into the mutual co-operative form of organization to a stock co-operative bank holding company form of organization (the “Conversion”"Reorganization") in compliance with federal laws and the rules and regulations (the "MHC Regulations") of the Board of Governors of the Federal Reserve System (the “Federal Reserve”"FRB"). Pursuant to the Plan, the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Holding Company will offer and sell up to 793,500 shares (subject to increase up to 912,525 shares) (the "Shares") of its common stock, $0.01 par value per share (the “"Common Stock”), ") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December March 31, 2020 2016 (“"Eligible Account Holders”"), (2) the Bank's tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the "ESOP"), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10June 30, 2022 2017 (“"Supplemental Eligible Account Holders”"), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Cayuga, Cortland, Madison, Oneida, and Onondaga Counties, New York, and thereafter to cover orders of other members of the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropgeneral public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, andCommunity Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, if necessaryin whole or in part, any orders received in the Community Offering and/or the or Syndicated Community Offering (collectively, the “Offering”). The Holding Company will currently plans to sell the Shares in the Offering at $10.00 per share. If the number up to approximately 46.0% of Shares offered is increased or decreased 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 term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation MHC will represent 100own approximately 54.0% of the Holding Company’s 's outstanding shares of Common Stock upon completion of the Conversion 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 accordance 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 Stock Bank. The Holding Company has filed with the PlanSecurities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-218749) (the "Registration Statement"), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term "Registration Statement" shall include 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 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 (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 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 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 (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), 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 Primary PartiesMHC, in accordance with the Plan plan of Conversion conversion as adopted by the Boards of Xxxxxxx Co-operative BankDirectors or Board of Trustees, dated as applicable, of March 9, 2022 each of the Xxxxxxxx Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the current mutual co-operative holding company form of organization to a stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and ). Pursuant to the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”)Plan, the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Holding Company will offer and sell up to 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”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31, 2020 2014 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on March 10June 30, 2022 2015 (“Supplemental Eligible Account Holders”), and (3) the Bank’s tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”). In additionbenefit plans, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. including its employee stock ownership plan (the “Charitable FoundationESOP”), and (4) $600,000 in cash employees, officers, directors trustees and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price corporators of the Common Stock sold in Bank and the Offering (as defined below)MHC who do not have a higher priority to purchase stock. The 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” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares (as hereinafter defined), if any, remaining after not subscribed for or ordered in the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in the Massachusetts towns and cities: Everettmunicipalities of Abington, MaldenAttleboro, MedfordAvon, MelroseBraintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North ReadingAttleboro, SomervilleNorton, StonehamPlainville, WakefieldQuincy, DanversXxxxxxxx, XxxxxxxxxXxxxxx, XxxxStoughton and Weymouth and the Rhode Island municipalities of Central Falls, LynnfieldCranston, Peabody, Saugus, ChelseaCumberland, East BostonGreenwich, Revere East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and WinthropWoonsocket, and thereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, 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”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is or on a firm commitment basis through an underwritten public offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “SharesPublic Offering”) in (the Subscription Offering, and, if necessary, in the Community Offering and/or the and any Syndicated Community Offering (collectively, or Public Offering are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering, Syndicated Community Offering or Public Offering. If the number of Shares offered is increased or decreased in accordance The Holding Company has filed with the PlanSecurities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed refer to the Foundation will represent 100% of prospectus filed pursuant to Rule 424(b) or (c) from and after the Company’s outstanding shares of Common Stock upon completion of time said prospectus is filed with the Conversion in Commission. In accordance with the PlanMassachusetts 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. The Primary PartiesMHC, in accordance with the Plan of Conversion and Reorganization of Xxxxxxx Co-operative BankBanks of the Chesapeake, dated as of March 9, 2022 M.H.C. (the “Plan”), ) adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from the mutual co-operative form of organization to a into the stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations (the “Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”). Pursuant to the Plan, the Federal Deposit Insurance Corporation Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “AgreementShares”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31April 30, 2020 2017 (“Eligible Account Holders”), (2) depositors of the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank with aggregate account balances of at least $50.00 as of (the close of business on March 10, 2022 (“Supplemental Eligible Account HoldersESOP”), and (3) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Baltimore City, Maryland and Xxxx Arundel, Baltimore, Xxxxxxx, Harford and Xxxxxx Counties, Maryland, and thereafter to cover orders of other members of the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropgeneral public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If In connection with the number Conversion, the MHC filed with the Board of Shares offered is increased or decreased Governors of the Federal Reserve System (“FRB”) an application on Form AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxxx Financial Advisors, Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the PlanHome Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB). The Holding Company has also filed with the FRB an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 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 (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 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 “SharesProspectus” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed refer to the Foundation will represent 100% of revised prospectus from and after the Company’s outstanding shares of Common Stock upon completion of time said prospectus is provided to the Conversion in accordance with the PlanAgent for such use.

The Offering. The Primary PartiesBank, in accordance with the Plan its plan of Conversion conversion adopted by its Board of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Directors (the “"Plan”"), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the a federally chartered mutual co-operative form of organization savings bank to a federally chartered stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”)savings bank, and the Commissioner to issue all of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable its issued and outstanding capital stock to the Conversion (collectivelyCompany. In addition, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in pursuant to the Plan. In connection with the Conversion, the Company will offer and sell up to 1,058,000 shares of its common stock, par value $0.01 par value per share (the “"Shares" or "Common Stock”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with aggregate account balances savings accounts of at least $50.00 50 or more as of the close of business on December 31, 2020 1997 (“"Eligible Account Holders”"), (2) the Bank's Employee Stock Ownership Plan ("ESOP"), (3) depositors of the Bank with aggregate account balances savings accounts of at least $50.00 50 or more as of the close of business on March 1031, 2022 1999 (“"Supplemental Eligible Account Holders”), ") and (34) tax-qualified employee plans depositors of the Company Bank as of [March 31], 1999 (other than Eligible Account Holders and the Bank Supplemental Eligible Account Holders) (“Tax-Qualified Employee Plan”"Other Members"). In additionSubject to the prior subscription rights of the above-listed parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering is offering for sale in a community offering (the "Community Offering" and, when referred to together with the Subscription Offering, the "Subscription and Community Offering") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) delivered, with a preference given to natural persons residing and trusts of natural persons who are permanent residents of the communities of Juneau, Ketchikan, Sitka and Wrangell, Alaska and then to such persons who are residents of counties contiguous to those communities (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropaggregate as "Eligible Offerees"). In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, will be offered to certain members of the general public on a best efforts basis through a selected dealers arrangement (the “"Syndicated Community Offering”") as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, andCommunity Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, if necessaryin whole or in part, any orders received in the Community Offering and/or the or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form SB-2 (File No. 333-_____) (the "Registration Statement") containing a prospectus relating to the Offering for the registration of the Shares under the Securities Act of 1933 (collectivelythe "1933 Act"), and has filed such amendments thereof, if any, and such amended prospectuses as may have been required to the “Offering”)date hereof. The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance prospectus, as amended, on file with the PlanCommission 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 becomes effective, the term “Shares” "Prospectus" shall mean 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 12 C.F.R. Part 563b (the "Conversion Regulations"), the Bank has filed with the Office of Thrift Supervision (the "OTS") an Application for Conversion (the "Conversion Application"), including the Prospectus, and has filed such greater or lesser numberamendments thereto, if any, as applicablemay have been required by the OTS. The Shares offered Conversion Application has been approved by the OTS and the related Prospectus has been authorized for sale in use by the Offering OTS. In addition, the Company has filed with the OTS an Application H-(e)1-S (the "Holding Company Application") to become a registered savings and contributed to the Foundation will represent 100% loan holding company under Section 10 of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanHome Owners' Loan Act, as amended ("SLHCA").

The Offering. The Primary PartiesBank, in accordance with the Plan its plan of Conversion reorganization adopted by its Board of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Directors (the “Plan”), adopted by the Boards of Directors of the Primary Partiesintends to reorganize from a state-chartered mutual savings bank, intend to convert from the first into a federally-chartered mutual co-operative form of organization to a stock co-operative savings bank form of organization (the “Charter Conversion”) in compliance and then into the mutual holding company structure (together with the Charter Conversion, the “Reorganization”), and issue all of its issued and outstanding capital stock to the Company. The Reorganization will be accomplished pursuant to Massachusetts law (only with respect to the Charter Conversion) and federal laws law and the rules and regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal ReserveOTS”), except as such rules and regulations are waived by the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable OTS. Pursuant to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer and sell up to 931,500 shares (subject to increase to 1,071,225) of its common stock, $0.01 .10 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31, 2020 2002 (“Eligible Account Holders”), (2) the employee stock ownership plan established by either the Bank or the Holding Company (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10September 30, 2022 2004 (“Supplemental Eligible Account Holders”), (4) the Bank’s Other Depositors as defined in the Plan, and (35) tax-qualified employee plans directors, officers, employees and corporators of the Company and Bank or the Bank (“TaxHolding Company. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing in the Massachusetts towns and cities: Everettwho are residents of Essex County, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and WinthropMassachusetts. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If Collectively, these transactions are referred to herein as the number of Shares offered is increased or decreased in accordance with the Plan, the term “SharesReorganization.” shall mean such greater or lesser number, as applicable. The Common Shares offered for sale in the Offering and contributed to the Foundation will represent 100a minority ownership interest of 45% of the Company’s total outstanding shares of Common Stock upon completion Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-119007) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Conversion in Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with 12 C.F.R. Sections 543.8 through 543.14 (the Plan“Charter Conversion Regulations”) and Part 575 (the “Reorganization Regulations”), the Bank has filed with the OTS an application for charter conversion (the “Charter Conversion Application”) and a combined Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a 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 has filed such amendments thereto as may have been required by the OTS. The Charter Conversion Application and the MHC-l/MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered 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. The Primary PartiesBank, in accordance with the Plan plan of Conversion conversion and reorganization adopted by the Board of Xxxxxxx Co-operative Bank, dated as Directors of March 9, 2022 each of the Sunshine Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual co-operative holding company form of organization to a the stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and Sunshine Financial will cease. Pursuant to the Plan, the Company will offer and sell up to 1,207,500 shares (subject to increase up to 1,388,625 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31June 30, 2020 2009 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) Plan, (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10____________, 2022 2010 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and MHC as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing in the Massachusetts towns Xxxx County, Florida and cities: Everettcounties contiguous to Xxxx County, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and WinthropFlorida. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If the number of Shares offered is increased or decreased in accordance with the PlanIn January 2009, the term “Shares” shall mean such greater or lesser number, as applicableBank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The Shares offered for sale in the Offering and contributed to the Foundation will represent MHC currently owns 100% of the Company’s outstanding shares of Common Stock Sunshine Financial. The MHC is a mutual holding company that has no stockholders and is controlled by its members. Sunshine Financial currently owns 100% of the outstanding shares of common stock of the Bank. Sunshine Financial has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion in and the Offering, the MHC and Sunshine Financial will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-______) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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. In accordance with Title 12, Part 563b of the PlanCode of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS,” which term shall include any successor agency thereto) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by Xxxxxxx Financial Services, Inc. dated September 13, 2010 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 OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application 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. The Primary PartiesMHC, in accordance with the Plan plan of Conversion conversion as adopted by the Boards of Xxxxxxx Co-operative BankDirectors or Board of Trustees, dated as applicable, of March 9, 2022 each of the Pilgrim Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the current mutual co-operative holding company form of organization to a stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and ). Pursuant to the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”)Plan, the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Holding Company will offer and sell up to 1,897,500 shares (subject to increase up to 2,182,125 shares) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31, 2020 2012 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on March 105, 2022 2014 (“Supplemental Eligible Account Holders”), and (3) the Bank’s tax-qualified employee plans of benefit plans, including the Company and employee stock ownership plan the Bank is establishing in connection with the conversion (the “Tax-Qualified Employee PlanESOP”). In additionSubject to the prior subscription rights of the above-listed parties, the Holding Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. may offer for sale in a direct community offering (the “Charitable FoundationCommunity Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) $600,000 the Shares not subscribed for or ordered in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in the Massachusetts towns of Cohasset, Scituate, Hingham, Norwell, Hull, Weymouth, Quincy, Marshfield, Pembroke, Xxxxxx, Rochester, Mattapoisett, West Wareham, Wareham and cities: EverettFairhaven, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropthereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering or Syndicated Community Offering. If the number of Shares offered is increased or decreased in accordance The Holding Company has filed with the PlanSecurities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-194485) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed refer to the Foundation will represent 100% of prospectus filed pursuant to Rule 424(b) or (c) from and after the Company’s outstanding shares of Common Stock upon completion of time said prospectus is filed with the Conversion in Commission. In accordance with the PlanMassachusetts 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 Depositors 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, (i) 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, and (ii) the Pilgrim Parties have filed with the FRB a Letter Application for Conversion (the “FRB Conversion Application”). The Massachusetts Conversion Application, the FRB Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion of Xxxxxxx Co-operative Bank, dated as of March 9, 2022 Reorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”), ) adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from reorganize into the mutual co-operative form of organization to a stock co-operative bank holding company form of organization (the “ConversionReorganization”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”). Pursuant to the Plan, the Federal Deposit Insurance Corporation Holding Company will offer and sell up to 793,500 shares (subject to increase up to 912,525 shares) (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “AgreementShares”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December March 31, 2020 2016 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10, 2022 [SUPPLEMENTAL DATE] (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Cayuga, Cortland, Madison, Oneida, and Onondaga Counties, and thereafter to cover orders of other members of the Massachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropgeneral public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If the number The Holding Company currently plans to sell up to approximately 46.0% of Shares offered is increased or decreased 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 term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation MHC will represent 100own approximately 54.0% of the Holding Company’s outstanding shares of Common Stock upon completion of the Conversion 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 accordance 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 Stock Bank. The Holding Company has filed with the PlanSecurities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-218749) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 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 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 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 (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 Primary PartiesMHC, in accordance with the Plan plan of Conversion conversion as adopted by the Boards of Xxxxxxx Co-operative BankDirectors or Board of Trustees, dated as applicable, of March 9, 2022 each of the Xxxxxxxx Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the current mutual co-operative holding company form of organization to a stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and ). Pursuant to the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”)Plan, the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Holding Company will offer and sell up to 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 StockShares”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31, 2020 2014 (“Eligible Account Holders”), (2) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on March 10June 30, 2022 2015 (“Supplemental Eligible Account Holders”), and (3) the Bank’s tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”). In additionbenefit plans, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. including its employee stock ownership plan (the “Charitable FoundationESOP”), and (4) $600,000 in cash employees, officers, directors trustees and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price corporators of the Common Stock sold in Bank and the Offering (as defined below)MHC who do not have a higher priority to purchase stock. The 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” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares (as hereinafter defined), if any, remaining after not subscribed for or ordered in the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in the Massachusetts towns and cities: Everettmunicipalities of Abington, MaldenAttleboro, MedfordAvon, MelroseBraintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North ReadingAttleboro, SomervilleNorton, StonehamPlainville, WakefieldQuincy, DanversXxxxxxxx, XxxxxxxxxXxxxxx, XxxxStoughton and Weymouth and the Rhode Island municipalities of Central Falls, LynnfieldCranston, Peabody, Saugus, ChelseaCumberland, East BostonGreenwich, Revere East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and WinthropWoonsocket, and thereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, 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”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is or on a firm commitment basis through an underwritten public offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “SharesPublic Offering”) in (the Subscription Offering, and, if necessary, in the Community Offering and/or the and any Syndicated Community Offering (collectively, or Public Offering are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering, Syndicated Community Offering or Public Offering. If the number of Shares offered is increased or decreased in accordance with the PlanIn addition, as described herein, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed Holding Company expects to the Foundation will represent 100contribute 3.2% of the Company’s its outstanding shares of Common Stock upon completion after the Offering to the Xxxxxxxx Savings Bank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Conversion in Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with the PlanMassachusetts 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 MHC’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. The Primary PartiesMHC, in accordance with the Plan plan of Conversion conversion and reorganization as adopted by the Boards of Xxxxxxx Co-operative Bank, dated as Directors of March 9, 2022 each of the Blue Hills Parties (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the current mutual co-operative holding company form of organization to a stock co-operative bank holding company form of organization (the “Conversion”) in compliance with federal laws and ). Pursuant to the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”)Plan, the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Holding Company will offer and sell up to 24,150,000 shares (subject to increase up to 27,772,500 shares) of its common stock, $0.01 par value per share (the “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December 31February 28, 2020 2013 (“Eligible Account Holders”), (2) depositors of the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank with aggregate account balances of at least $50.00 as of (the close of business on March 10, 2022 (“Supplemental Eligible Account HoldersESOP”), and (3) tax-qualified employee plans employees, officers, directors, trustees and corporators of the Company Bank, the Mid-Tier and the Bank (“TaxMHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Holding Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. may offer for sale in a direct community offering (the “Charitable FoundationCommunity Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) $600,000 the Shares not subscribed for or ordered in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in the Massachusetts towns counties of Norfolk, Suffolk and cities: EverettNantucket, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropthereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described or to certain members of the general public in Section 4(a)(3) below. Pursuant to the Plan, the Company is a firm commitment underwritten offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “SharesUnderwritten Offering”) in with the Agent acting as sole book-running manager (the Underwritten Offering, Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering or Syndicated Community Offering. If the number of Shares offered is increased or decreased in accordance The Holding Company has filed with the PlanSecurities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-[ ]) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed refer to the Foundation will represent 100% of prospectus filed pursuant to Rule 424(b) or (c) from and after the Company’s outstanding shares of Common Stock upon completion of time said prospectus is filed with the Conversion in Commission. In accordance with the PlanMassachusetts 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 MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), 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. The Primary PartiesBank, in accordance with the Plan of Conversion of Xxxxxxx Co-operative BankReorganization from a Mutual Bank to a Mutual Holding Company and Stock Issuance Plan, dated as of March 9, 2022 amended (the “Plan”), adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from reorganize into the mutual co-operative form of organization to a stock co-operative bank holding company form of organization (the “ConversionReorganization”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal ReserveFRB”). Pursuant to the Plan, the Federal Deposit Insurance Corporation Holding Company will offer and sell up to 7,224,663 shares (subject to increase up to 8,308,362 shares) (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “AgreementShares”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits (as defined in the Plan) as of the close of business on December October 31, 2020 2015 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on March 10June 30, 2022 2017 (“Supplemental Eligible Account Holders”), and (34) tax-qualified employee plans Other Members of the Company and Bank as defined in the Bank (“TaxPlan. Subject to the prior subscription rights of the above-Qualified Employee Plan”). In additionlisted parties, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering 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 Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in New York Counties of Bronx, New York, Queens and Kings and the Massachusetts towns New Jersey County of Xxxxxx, and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthropthereafter to cover orders of other members of the general public. In the event a Community Offering It is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If In addition, as described herein, the number of Shares offered is increased or decreased Holding Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to Xxxxx De Xxxx Foundation (the term “Foundation”) (such shares hereinafter being referred to as the “Foundation Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed ”) equal to the Foundation will represent 1003.3% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Conversion Reorganization. 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 Reorganization and the Offering, all of the assets, except for $200,000, 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 “Xxxxx Bank” (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 $200,000, including its right, title and interest in accordance 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 Stock Bank. The Holding Company has filed with the PlanSecurities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include 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 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 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 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 (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), 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 and the establishment of the Foundation (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 Primary HF Parties, in accordance with the Plan of Conversion of Xxxxxxx Co-operative BankHome Federal Savings and Loan Association of Grand Island, dated as of March 9June 6, 2022 2023 (the “Plan”), adopted by the Boards of Directors of the Primary HF Parties, intend to convert from the mutual co-operative form of organization to a stock co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), ) and the Federal Deposit Insurance Corporation Office of the Comptroller of the Currency (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “CommissionerOCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on December March 31, 2020 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 10June 30, 2022 2023 (“Supplemental Eligible Account Holders”)) and (4) depositors of the Bank on August 2, 2023 who are not Eligible Account Holders or Supplemental Eligible Account Holder, and (3) tax-qualified employee plans each borrower as of the Company and the Bank (“Tax-Qualified Employee Plan”). In additionclose of business on November 13, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price 2015 whose borrowing remains outstanding as of the Common Stock sold in the Offering (as defined below)close of business on August 2, 2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Massachusetts towns Nebraska counties of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and WinthropXxxxxx. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 2,720,000 shares and a maximum of 10,637,500 3,680,000 shares (subject to increase up to 12,233,125 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.