Common use of The Offering Clause in Contracts

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted a Plan of Conversion (the “Plan”), which provides for the conversion of PMMHC from mutual to stock form (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, and that HoldCo may reject, in whole or in part, any subscription received in the Community Offering or Syndicated Community Offering. HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-156936) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo pursuant to Rule 424(b) or (c) of the regulations of the Commission under the 1933 Act differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Company, the Bank and the MHC the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that Maryland corporation; (ii) Farmington Holding, Inc., a Connecticut-chartered business corporation, will own be organized as a first-tier stock subsidiary of the MHC (the “Mid-Tier Holding Company”); (iii) the MHC will contribute to the Mid-Tier Holding Company 100% of the Bank common stock of PMMHCheld by the MHC, and the issuance of which represents all of PMMHC’s outstanding the Bank common stock to HoldCo. In connection issued and outstanding; (iv) the MHC will merge with and into the Mid-Tier Holding Company with the Conversion, HoldCo is offering up to 6,772,221 shares Mid-Tier Holding Company as the resulting entity (the “SharesMHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the deposit account holders of the Bank specified in the Plan will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their depositor interests in the MHC; (v) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the depositors of the Bank as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (vi) immediately after the Mid-Tier Merger, the Company will offer and sell its common stock, $0.01 par value $0.01 per share (the “Common StockShares”) in the Offering (as defined herein). Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Common Shares (subject to increase to up to 17,192,500 Common Shares), in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Stock Benefit Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of March 31, 2011 (ii“Supplemental Eligible Account Holders”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription 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 with a preference given to (i) natural persons residing only in Hartford County in Connecticut; and (iiiii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” In addition, as part of the Conversion, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute to the newly created Farmington Bank Community Foundation, Inc. (the “Foundation”), shares equal to 4.0% of the shares sold in the Offering. The shares contributed to the Foundation are hereinafter referred to as the “Foundation Shares.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936171913) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with the Banking Law of Connecticut and shall include any supplements Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion of a Mutual Holding Company to a Capital Stock Holding Company and an Acquisition Statement with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the Commissioner and after their dates of effectiveness or usethe FDIC (collectively, respectivelythe “Conversion Application”). Concurrently The Company also has filed with the execution Board of this Agreement, HoldCo is delivering to the Agent copies Governors of the ProspectusFederal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“BHCA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock of PMMHC, held by the MHC will be canceled and the issuance members of all of PMMHC’s outstanding common stock to HoldCo. In connection the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the ConversionCompany with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, HoldCo is offering up whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to 6,772,221 shares be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value $0.01 per share share, of the Mid-Tier Holding Company (the “Mid-Tier Holding Company Common Stock”)) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of September 30, 2010 (ii) “Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription 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 with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of January 4, 2011; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936169439) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the regulations promulgated thereunder meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1933 Act Regulations1934 Act”) ), and has filed such amendments thereto thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with the Banking Law of Connecticut and shall include any supplements Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the Commissioner and after their dates of effectiveness or usethe FDIC (collectively, respectivelythe “Conversion Application”). Concurrently The Company also has filed with the execution Board of this Agreement, HoldCo is delivering to the Agent copies Governors of the ProspectusFederal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“BHCA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the common stock of PMMHC, Mid-Tier Holding Company; (ii) the MHC will merge with and into the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection Mid-Tier Holding Company with the Conversion, HoldCo is offering up to 6,772,221 shares Mid-Tier Holding Company as the resulting entity (the “SharesMHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”)) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. Pursuant to the Plan, the Company will offer and sell up to 9,200,000 of its Common Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2008 (“Eligible Account Holders”); (2) the Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of June 30, 2010 (ii“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the counties of __________, __________, __________, __________, __________, __________, __________, and __________, Georgia and the counties of __________, __________, and __________, Florida, then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of _________, 2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936333-__________) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the regulations promulgated thereunder meeting of stockholders of the Mid-Tier Holding Company (the “1933 Act RegulationsStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from and after their dates of effectiveness or use, respectivelyas required by the OTS (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering as amended, and the regulations promulgated thereunder (the “HOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Agent copies of Bank (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“Georgia Application”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted In accordance with a Plan of Conversion and Reorganization (the “"Plan”)" or "Plan of Conversion") adopted by the Boards of Directors of the Bank, which provides for the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank's establishment of the Company as a Maryland-chartered corporation; (ii) the conversion of PMMHC from mutual the MHC to an interim federal stock form savings association ("Interim Two"); (iii) the “Conversion”)conversion of the MHC's subsidiary stock holding company, the formation Mid-Tier Holding Company, to an interim federal stock savings association ("Interim One") and its simultaneous merger with and into the Bank; (iv) the merger of HoldCo as a holding company that will own 100% of Interim Two (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of PMMHCthe Mid-Tier Holding Company held by the MHC will be cancelled; (v) the establishment by the Company of a third interim federal stock savings association ("Interim Three"); (vi) the merger of Interim Three with and into the Bank, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up Bank as the surviving entity; and (vii) the sale and exchange of the Common Shares (as herein defined) of the Company pursuant to 6,772,221 shares the Plan of Conversion and Office of Thrift Supervision (the “Shares”"OTS") regulations. As a result of the merger of Interim Three with and into the Bank, the Bank will become a wholly owned subsidiary of the Next Page Company. The outstanding shares of common stock, par value $0.01 per share share, of the Mid-Tier Holding Company ("Mid-Tier Holding Company Common Stock") by persons other than the MHC will be converted into shares of common stock, par value $0.01 per share, of the Company (the “"Common Stock”)Shares") pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the offering. Pursuant to the Plan, the Company will offer and sell up to 5,290,000 of its Common Shares, in (i) a subscription offering (the “"Subscription Offering”") to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2005 ("Eligible Account Holders"); (2) Tax-Qualified Employee Stock Benefit Plans of the Bank (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of June 30, and2006 ("Supplemental Eligible Account Holders"); and (4) Other Members, if necessaryas defined in the Plan ("Other Members"). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, (ii) the Company is offering for sale in a direct community offering (the “"Community Offering”), and (iii) a syndicated community offering (the “Syndicated ," or "Direct Community Offering”). The ," and when referred to together with the Subscription Offering, the "Subscription and Community Offering and Offering") which may be commenced concurrently with, during, or after the Syndicated Community Offering are herein sometimes collectively referred to as the “Subscription Offering.” HoldCo will issue , the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased not subscribed for or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered ordered in the Subscription Offering will be offered pursuant Offering, to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan general public to be established as whom a tax-qualified plan of HoldCo; and • directors, officers and employees copy of the Primary Parties Prospectus (as hereinafter defined) is delivered with a preference given to (i) stockholders of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers Mid-Tier Holding Company and (listed in order of priorityii) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne CountiesEau Claire, PennsylvaniaBuffalo, Xxxxxxx, Sauk, Xxxxxx and Chippewa counties in Wisconsin, Blue Earth and Washington counties in Minnesota and Oakland and XxXxxx counties in Michigan ("Preferred Subscribers"). In the event a Community Offering It is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, anticipated that shares not subscribed for in the Subscription Offering or in the and Community Offering may will be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers who are members of agreement (the Financial Industry Regulatory Authority "Syndicated Community Offering") (“FINRA”). The the Subscription Offering, Community Offering and Syndicated Community Offering will be co-managed by are collectively referred to as the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”"Offering"). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the "Conversion." The Company has filed with the U.S. United States Securities and Exchange Commission (the “"Commission”") a Registration Statement registration statement on Form S-1 (File No. 333-156936135527) in order (the "Registration Statement") containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”"), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the “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, included in on file with the Commission at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is -2- Next Page filed by HoldCo 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 included in on file at the time the Registration Statement at the time it initially becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission Commission. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the "Conversion Regulations"), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the OTS including applications to form and after their dates of effectiveness or usemerge Interim One, respectivelyInterim Two and Interim Three (the "Conversion Application"). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)1-S (the "Holding Company Application") under the Home Owners' Loan Act of this Agreement1933, HoldCo is delivering to as amended, and the Agent copies of regulations promulgated thereunder (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any"HOLA"), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus. Section 2.

The Offering. On April 22Fullerton, 2009, the in accordance with its Plan of Conversion Merger adopted by its Board of Directors of PMMHC adopted a Plan of Conversion (the “Plan”), which provides for and the conversion Agreement and Plan of PMMHC Conversion Merger entered into as of May 11, 2011, by and between Fullerton, the Bank and the Holding Company, as amended on June 2, 2011 (“Agreement and Plan of Conversion Merger”), intends to convert from a federally-chartered mutual savings association to a federal stock form savings association (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of issue all of PMMHC’s its issued and outstanding common capital stock to HoldCothe Holding Company, which will purchase such shares in exchange for the consideration set forth in the Agreement and Plan of Conversion Merger. In connection Immediately thereafter, Fullerton will merge with and into the Bank (the “Merger,” and when referred to together with the Conversion, HoldCo is offering the “Conversion Merger”). The Conversion Merger will be accomplished pursuant to federal law and the rules and regulations of the Office of the Comptroller of the Currency (the “OCC”) (collectively, the “Conversion Regulations”). References to the OCC shall include, as applicable, the Office of Thrift Supervision, as its predecessor agency. Pursuant to the Plan and the Agreement and Plan of Conversion Merger, the Holding Company will offer and sell up to 6,772,221 shares (subject to increase up to shares) (the “Shares”) of its common stock, $0.01 par value $0.01 per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of Fullerton with Qualifying Deposits (as defined in the Plan) as of December 31, 2009 (“Eligible Account Holders”) (2) the Bank’s tax qualified employee stock ownership plan, (3) depositors of Fullerton with Qualifying Deposits as of June 30, 2011 (“Supplemental Eligible Account Holders”), andand (4) other depositor members of Fullerton as of , if necessary2011 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, (ii) the Holding Company may offer for sale in a direct community offering (the “Community Offering”), ” and (iii) a syndicated community offering (when referred to together with the “Syndicated Community Offering”). 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 with a preference given first to natural persons who are residents of Baltimore City or Baltimore County, Maryland. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Subscription Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo The Holding Company will issue the Shares at a purchase price of $10.00 $ per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), ; that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, ; and that HoldCo the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering or Syndicated Community Offering. HoldCo The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-156936174813) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) ), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo the Holding Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion Merger, (i) Fullerton has filed with the OCC an Application for Conversion Merger on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Conversion Regulations and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the FRB in accordance with the Conversion Regulations and (iii) the Bank has filed with the OCC an Interagency Bank Merger Application (together with any other required ancillary applications and/or notices, the “Merger Application”). Collectively, the Conversion Application, the Holding Company Application and the Merger Application may also be referred to as the “Applications.” Concurrently with the execution of this Agreement, HoldCo the Holding Company is delivering to the Agent copies of the Prospectus, Prospectus dated , 2009, of HoldCo 2011 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted In accordance with a Plan of Conversion and Reorganization (the “Plan” or “Plan of Conversion”)) adopted by the Boards of Directors of the Bank, which provides for the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank’s establishment of the Company as a Maryland-chartered corporation; (ii) the conversion of PMMHC from mutual the Mid-Tier Holding Company to an interim federal stock form savings association and its simultaneous merger with and into the Bank (“Interim One”); (iii) the conversion of the MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the Bank; (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as herein defined) of the Company pursuant to the Plan of Conversion and Office of Thrift Supervision (the “ConversionOTS”)) regulations. As a result of the merger of Interim Three with and into the Bank, the formation of HoldCo as Bank will become a holding company that will own 100% wholly owned subsidiary of the common stock of PMMHC, and the issuance of all of PMMHC’s Company. The outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of common stock, par value $0.01 per share, of the Company (the “Common StockShares”)) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the offering. Pursuant to the Plan, the Company will offer and sell up to 16,100,000 of its Common Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2006 (“Eligible Account Holders”); (2) Tax-Qualified Employee Stock Benefit Plans of the Bank or the Company (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of June 30, and2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on , if necessary2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, (ii) the Company is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the Massachusetts counties of Hampden and Hampshire, and then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of August __, 2007. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333XXX-156936XXXXX) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement relating to the regulations promulgated thereunder meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934 (the “1933 Act Regulations1934 Act”) , and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the OTS including applications to form and after their dates of effectiveness or usemerge Interim One, respectivelyInterim Two and Interim Three (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering to as amended, and the Agent copies of regulations promulgated thereunder (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“HOLA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the common stock of PMMHC, Mid-Tier Holding Company; (ii) the MHC will merge with and into the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection Mid-Tier Holding Company with the Conversion, HoldCo is offering up to 6,772,221 shares Mid-Tier Holding Company as the resulting entity (the “SharesMHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to the agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company; and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale the Common Stock in the Offering. The outstanding shares of common stock, par value [$0.01 0.01] per share share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of common stock, par value [$0.01] per share, of the Company (the “Common StockShares”)) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. Pursuant to the Plan, the Company will offer and sell up to 1,351,250 of its Common Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2008 (“Eligible Account Holders”); (2) the Employee Plans (as defined in the Plan); (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) depositors of the Bank at the close of business on ___________, and2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, if necessary, (ii) the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the counties of Cass, Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Xxxxx, Illinois, and then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of _____________. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936165466) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement relating to the regulations promulgated thereunder meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1933 Act Regulations1934 Act”) ), and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from and after their dates of effectiveness or use, respectivelyas required by the OTS (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering to as amended, and the Agent copies of regulations promulgated thereunder (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“HOLA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22The MHC, 2009, in accordance with the Board Plan of Conversion and Reorganization adopted by the Boards of Directors of PMMHC adopted a Plan of Conversion the MHC, the Mid-Tier Company and the Bank (the “Plan”), which provides for intends to convert from the conversion mutual form of PMMHC from mutual to organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “ConversionFRB”), pursuant to the formation following steps, or in any other manner that is consistent with the purpose of HoldCo the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a holding company that will own 100% Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. The outstanding shares of common stock of PMMHC, and the issuance Mid-Tier Company held by persons other than the MHC will be converted into shares of all of PMMHC’s outstanding Holding Company common stock pursuant to HoldCoan exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the conversion as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter). In connection with Pursuant to the ConversionPlan, HoldCo is offering the Holding Company will offer and sell up to 6,772,221 3,680,000 shares (subject to increase up to 4,311,181 shares) (the “Shares”) of its common stock, $0.01 par value $0.01 per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of January 21, 2020 (“Eligible Account Holders”), and(2) the Bank’s tax-qualified employee benefit plans, if necessaryincluding the employee stock ownership plan established by the Bank (the “ESOP”), (ii3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering offering, which may occur concurrently with the Subscription Offering (the “Community Offering”)” and when referred to together with or subsequent to the Subscription Offering, and (iii) a syndicated community offering (the “Syndicated Subscription and Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased not subscribed for or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered ordered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan general public to be established as whom a tax-qualified plan of HoldCo; and • directors, officers and employees copy of the Primary Parties Prospectus (as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering hereinafter defined) is delivered with a preference given first to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne CountiesCullman County, PennsylvaniaAlabama, 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 immediately after the Subscription Offering. Depending on market conditions, anticipated that shares not subscribed for in the Subscription Offering or in the and Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers who agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are members of collectively referred to as the Financial Industry Regulatory Authority (“FINRAOffering”). The Syndicated Community Offering will be coconversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-managed Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Agent Holding Company as a consequence of the Mid-Tier Company Merger, and Sterne, Agee & Xxxxx, Inc. (the Offering are hereinafter referred to collectively as the “Sterne Agee”). Conversion.” It is acknowledged that the number of Shares to be sold in the Offering Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined), . It is further acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Holding Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo In addition, pursuant to the Plan and immediately following the completion of the Offering and the Conversion, the Holding Company will contribute to a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxx & Company, 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 Home 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 U.S. Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936254220) in order (the “Registration Statement”), containing a prospectus relating to register the Offering, for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes 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 HoldCo the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering provided to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectussuch use.

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted In accordance with a Plan of Conversion and Reorganization (the “Plan” or “Plan of Conversion”)) adopted by the Boards of Directors of the Bank, which provides for the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Bank’s establishment of the Company as a Maryland-chartered corporation; (ii) the conversion of PMMHC from mutual the Mid-Tier Holding Company to an interim federal stock form savings association and its simultaneous merger with and into the Bank (“Interim One”); (iii) the conversion of the MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the Bank; (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as herein defined) of the Company pursuant to the Plan of Conversion and Office of Thrift Supervision (the “ConversionOTS”)) regulations. As a result of the merger of Interim Three with and into the Bank, the formation of HoldCo as Bank will become a holding company that will own 100% wholly owned subsidiary of the common stock of PMMHC, and the issuance of all of PMMHC’s Company. The outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of common stock, par value $0.01 per share, of the Company (the “Common StockShares”)) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the offering. Pursuant to the Plan, the Company will offer and sell up to 12,937,500 of its Common Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2006 (“Eligible Account Holders”); (2) Tax-Qualified Employee Stock Benefit Plans of the Bank or the Company (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of June 30, and2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on September 30, if necessary2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, (ii) the Company is offering for sale in a direct community offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the Massachusetts counties of Hampden and Hampshire, and then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of October 12, 2007. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936144245) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement relating to the regulations promulgated thereunder meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934 (the “1933 Act Regulations1934 Act”) , and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the OTS including applications to form and after their dates of effectiveness or usemerge Interim One, respectivelyInterim Two and Interim Three (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering to as amended, and the Agent copies of regulations promulgated thereunder (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“HOLA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Company, the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock of PMMHC, held by the MHC will be canceled and the issuance members of all of PMMHC’s outstanding common stock to HoldCo. In connection the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the ConversionCompany with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, HoldCo is offering up whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to 6,772,221 shares be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, no par value $0.01 per share share, of the Mid-Tier Holding Company (the “Mid-Tier Holding Company Common Stock”)) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Company will offer and sell up to of its Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of , 2010 (ii) “Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription 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 with a preference given to (i) natural persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of ; and (iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the existing Rockville Financial Foundation, Inc. (the “Foundation”). The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936169439) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the regulations promulgated thereunder meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1933 Act Regulations1934 Act”) ), and has filed such amendments thereto thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with the Banking Law of Connecticut and shall include any supplements Title 36a of the Regulations of Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the “Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from as required by the Commissioner and after their dates of effectiveness or usethe FDIC (collectively, respectivelythe “Conversion Application”). Concurrently The Company also has filed with the execution Board of this Agreement, HoldCo is delivering to the Agent copies Governors of the ProspectusFederal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“BHCA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted In accordance with a Plan of Conversion and Reorganization (the “"Plan”), which provides for " or "Plan of Conversion") adopted by the conversion Boards of PMMHC from mutual to stock form (Directors of the “Conversion”)MHC and the Mid-Tier Holding Company, the formation of HoldCo as MHC will convert from a federally chartered mutual holding company that will own 100% to a Delaware-chartered stock corporation. As part of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering following steps will be offered pursuant effectuated: (i) the Association's establishment of the Company as a Delaware-chartered corporation; (ii) the conversion of the MHC to nontransferable subscription rights in the following order of priority an interim federal stock savings association (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”"Interim One"); • (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an employee interim federal stock ownership plan to savings association ("Interim Two") and its simultaneous merger with and into the Association; (iv) the merger of Interim One (formerly the MHC) with and into the Association, whereupon the outstanding common stock of the Mid-Tier Holding Company held by the MHC will be established cancelled; (v) the establishment by the Company of a third interim federal stock savings association ("Interim Three"); (vi) the merger of Interim Three with and into the Association, with the Association as a tax-qualified plan of HoldCothe surviving entity; and • directors, officers (vii) the sale and employees exchange of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter herein defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, and that HoldCo may reject, in whole or in part, any subscription received in the Community Offering or Syndicated Community Offering. HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-156936) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo pursuant to Rule 424(b) or (c) of the regulations Company pursuant to the Plan of Conversion and Office of Thrift Supervision (the "OTS") regulations. As a result of the Commission under merger of Interim Three with and into the 1933 Act differing from the prospectus included in the Registration Statement at the time it initially becomes effectiveAssociation, the term “Prospectus” shall refer to Association will become a wholly owned subsidiary of the prospectus filed Company. The outstanding shares of common stock par value per share $0.10 of the Mid-Tier Holding Company ("Mid-Tier Holding Company Common Stock") by persons other than the MHC will be converted into the Common Shares of the Company pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering an exchange ratio as defined in the ProspectusPlan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion.

The Offering. On April 22, 2009, the Board of Directors of PMMHC adopted In accordance with a Plan of Conversion and Reorganization and Plan of Reorganization (the “"Plan”), which provides for " or "Plan of Conversion") adopted by the conversion Boards of PMMHC from mutual to stock form (Directors of the “Conversion”)MHC, the formation of HoldCo as Mid-Tier Holding Company and the Bank, the MHC will convert from a federally chartered mutual holding company that will own 100% to a Delaware-chartered stock corporation. As part of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, HoldCo is offering up to 6,772,221 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”), and, if necessary, (ii) a direct community offering (the “Community Offering”), and (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering following steps will be offered pursuant effectuated: (i) the Bank's establishment of the Company as a Delaware-chartered corporation; (ii) the conversion of the MHC to nontransferable subscription rights in the following order of priority an interim federal stock savings bank (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”"Interim One"); • (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an employee interim federal stock ownership plan to savings bank ("Interim Two") and its simultaneous merger with and into the Bank; (iv) the merger of Interim One (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of the Mid-Tier Holding Company held by the MHC will be established cancelled; (v) the establishment by the Company of a third interim federal stock savings bank ("Interim Three"); (vi) the merger of Interim Three with and into the Bank, with the Bank as a tax-qualified plan of HoldCothe surviving entity; and • directors, officers (vii) the sale and employees exchange of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter herein defined), that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus, and that HoldCo may reject, in whole or in part, any subscription received in the Community Offering or Syndicated Community Offering. HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-156936) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by HoldCo pursuant to Rule 424(b) or (c) of the regulations Company pursuant to the Plan of Conversion and Office of Thrift Supervision (the "OTS") regulations. As a result of the Commission under merger of Interim Three with and into the 1933 Act differing from the prospectus included in the Registration Statement at the time it initially becomes effectiveBank, the term “Prospectus” shall refer to Bank will become a wholly owned subsidiary of the prospectus filed Company. The outstanding shares of common stock par value per share $0.10 of the Mid-Tier Holding Company ("Mid-Tier Holding Company Common Stock") by persons other than the MHC will be converted into the Common Shares of the Company pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering an exchange ratio as defined in the ProspectusPlan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the conversion.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Bank, the MHC , the Company and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the common stock of PMMHC, Mid-Tier Holding Company; (ii) the MHC will merge with and into the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection Mid-Tier Holding Company with the Conversion, HoldCo is offering up to 6,772,221 shares Mid-Tier Holding Company as the resulting entity (the “SharesMHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”)) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. Pursuant to the Plan, the Company will offer and sell up to 9, 522 ,000 of its Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2008 (“Eligible Account Holders”); (2) the Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of June 30, 2010 (ii“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the counties of Appling, Bulloch, Cook, Dougherty, Xxxx Xxxxx, Lowndes, Tattnall and Worth , Georgia and the counties of Columbia and Xxxxxx , Florida, then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of _________, 2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936333- 167670 ) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the regulations promulgated thereunder meeting of stockholders of the Mid-Tier Holding Company (the “1933 Act RegulationsStockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto from and after their dates of effectiveness or use, respectivelysupplementary materials as may have been required by the OTS to the date hereof (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering as amended, and the regulations promulgated thereunder (the “HOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Agent copies of Bank (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“Georgia Application”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.

The Offering. On April 22The MHC, 2009, in accordance with the Board Plan of Conversion and Reorganization adopted by the Boards of Directors of PMMHC adopted a Plan of Conversion the MHC, the Mid-Tier Company and the Bank (the “Plan”), which provides for intends to convert from the conversion mutual form of PMMHC from mutual to organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “ConversionFRB”), pursuant to the formation following steps, or in any other manner that is consistent with the purpose of HoldCo the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a holding company that will own 100% Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. The outstanding shares of common stock of PMMHC, and the issuance Mid-Tier Company held by persons other than the MHC will be converted into shares of all of PMMHC’s outstanding Holding Company common stock pursuant to HoldCoan exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the conversion as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, the effect of the shares issued to the Foundation (as hereinafter defined), (c) assets of the MHC and (d) any Shares purchased in the Offering (as hereinafter defined). In connection with Pursuant to the ConversionPlan, HoldCo is offering the Holding Company will offer and sell up to 6,772,221 3,748,853 shares (subject to increase up to 4,311,181 shares) (the “Shares”) of its common stock, $0.01 par value $0.01 per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of January 31, 2020 (“Eligible Account Holders”), and(2) the Bank’s tax-qualified employee benefit plans, if necessaryincluding the employee stock ownership plan established by the Bank (the “ESOP”), (ii3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering offering, which may occur concurrently with the Subscription Offering (the “Community Offering”)” and when referred to together with or subsequent to the Subscription Offering, and (iii) a syndicated community offering (the “Syndicated Subscription and Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased not subscribed for or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered ordered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan general public to be established as whom a tax-qualified plan of HoldCo; and • directors, officers and employees copy of the Primary Parties Prospectus (as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering hereinafter defined) is delivered with a preference given first to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne CountiesCullman County, PennsylvaniaAlabama, 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 immediately after the Subscription Offering. Depending on market conditions, anticipated that shares not subscribed for in the Subscription Offering or in the and Community Offering may be offered in the Syndicated Community Offering to selected certain members of the general public on a best efforts basis through a syndicate of registered broker-selected dealers who agreement (the “Syndicated Community Offering”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are members of collectively referred to as the Financial Industry Regulatory Authority (“FINRAOffering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Cullman Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The Syndicated Community Offering will be coconversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-managed Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Agent Holding Company as a consequence of the Mid-Tier Company Merger, and Sterne, Agee & Xxxxx, Inc. (the Offering are hereinafter referred to collectively as the “Sterne Agee”). Conversion.” It is acknowledged that the number of Shares to be sold in the Offering Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined), . It is further acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Holding Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo In addition, pursuant to the Plan and immediately following the completion of the Offering and the Conversion, the Holding Company will contribute to a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxx & Company, 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 Home 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 U.S. Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936254220) in order (the “Registration Statement”), containing a prospectus relating to register the Offering, for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereto thereof and such amended prospectuses as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes 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 HoldCo the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. Concurrently with the execution of this Agreement, HoldCo is delivering provided to the Agent copies of the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectussuch use.

The Offering. On April 22, 2009, the Board In accordance with a plan of Directors of PMMHC adopted a Plan of Conversion conversion and reorganization (the “Plan”), which provides for the conversion ” or “Plan of PMMHC from mutual to stock form (the “Conversion”), adopted by the formation Boards of HoldCo Directors of the Bank, the MHC and the Mid-Tier Holding Company, the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a holding company that will own 100% first-tier stock subsidiary of the common stock of PMMHC, Mid-Tier Holding Company; (ii) the MHC will merge with and into the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection Mid-Tier Holding Company with the Conversion, HoldCo is offering up to 6,772,221 shares Mid-Tier Holding Company as the resulting entity (the “SharesMHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the outstanding shares of common stock, par value $0.01 per share, of the Mid-Tier Holding Company (“Mid-Tier Holding Company Common Stock”)) owned by persons other than the MHC shall automatically, without further action on the part of the holders thereof, be converted into and become the right to receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the Common Shares to be outstanding upon the completion of the Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased by public stockholders in the Offering. Pursuant to the Plan, the Company will offer and sell up to 1,351,250 of its Common Shares, in (i) a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2008 (“Eligible Account Holders”); (2) the Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, andas defined in the Plan, if necessaryas of March 31, 2010 (ii“Supplemental Eligible Account Holders”) and (4) depositors of the Bank at the close of business on May 10, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Company is offering for sale in a direct community offering (the “Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Community Offering”)) which may be commenced concurrently with, during, or after the Subscription 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 with a preference given first to (i) natural persons residing in the counties of Cass, Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Xxxxx, Illinois, and then to (iiiii) the Mid-Tier Holding Company’s public stockholders as of May 10, 2010. It is anticipated that shares not subscribed for in the Subscription and Community Offering will be offered to certain members of the general public on a syndicated community offering best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”). The ) (the Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Offering.” HoldCo will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to market and distribute policies of insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, shares not subscribed for in the Subscription Offering or in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers who are members of the Financial Industry Regulatory Authority (“FINRA”). The Syndicated Community Offering will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“Sterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Prospectus, Plan and that HoldCo the Company may reject, in whole or in part, any subscription orders received in the Community Offering or Syndicated Community Offering. HoldCo Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” The Company has filed with the U.S. United States Securities and Exchange Commission (the “CommissionSEC”) a Registration Statement registration statement on Form S-1 (File No. 333-156936165466) in order (the “Registration Statement”) containing a prospectus relating to register the Offering for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the regulations promulgated thereunder meeting of stockholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1933 Act Regulations1934 Act”) ), and has filed such amendments thereto thereof and such amended prospectuses and Stockholders’ Proxy Statements as may have been required to the date hereof (the 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, included in on file with the SEC at the time the Registration Statement at the time it initially becomes became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by HoldCo the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in on file at the time the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission SEC. In accordance with Title 12, Parts 575 and shall include any supplements 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto from and after their dates of effectiveness or use, respectivelyas required by the OTS (the “Conversion Application”). Concurrently The Company has also filed with the execution OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of this Agreement1933, HoldCo is delivering to as amended, and the Agent copies of regulations promulgated thereunder (the Prospectus, dated , 2009, of HoldCo to be used in the Subscription Offering and Community Offering (if any“HOLA”), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering as defined in the Prospectus.