Common use of The Offering Clause in Contracts

The Offering. The Primary Parties, in accordance with the Plan of Reorganization and Stock Offering of First Mutual of Richmond, Inc., dated as of February 6, 2019 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member of the MHC at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 shares and a maximum of 11,327,500 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Cincinnati Federal Savings and Loan Association Plan of Reorganization from a Mutual Savings and Loan Association to a Mutual Holding Company and Stock Offering of First Mutual of Richmond, Inc.Issuance Plan, dated as of February 618, 2019 2015, as amended on April 30, 2015 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual to stock form and to reorganize into a federal mutual holding company form structure as a wholly owned subsidiary of organization to the Company, which in turn will be a stock holding company form majority-owned subsidiary of organization the MHC (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReorganization”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Reorganization is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve” or “FRB”) (such laws and the regulations are referred to herein as the “MHC Regulations”). In connection with the ConversionReorganization, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) ” to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2017 2013 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] June 30, 2015 (“Supplemental Eligible Account Holders”) ), and (4) any person who is a Voting Member other eligible depositors of the MHC at Bank as of the close of business on July 31, 2015 and eligible borrowers of the Voting Record Date Bank as of the close of business on January 21, 2015 who is not an Eligible Account Holdermaintain such borrowings as of the close of business on July 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2015 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including and trusts of natural persons) persons residing in Wxxxxthe Ohio counties of Hamilton, Fxxxxxx, Xxxxx, RxxxxxxxButler, Xxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of OhioClermont. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 497,250 shares and a maximum of 11,327,500 Shares 672,750 shares (subject to an increase up to 13,026,625 773,663 shares) of Common Stock (the “Shares”) ), in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Offering, pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per shareshare (the “Purchase Price”). If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in accordance with the Amended and Restated Plan of Reorganization and Conversion From Mutual to Stock Offering Form of First Mutual Organization of RichmondSomerset Savings Bank, Inc.SLA, dated as of February 6July 25, 2019 2022 and amended as of March 7, 2023, June 30, 2023 and July 10, 2023 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend for the Bank to convert from the a New Jersey chartered mutual holding company form of organization savings association to a New Jersey chartered stock holding company form of organization savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) federal laws and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2021 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on [•] June 30, 2023 (“Supplemental Eligible Account Holders”) ), and (4) any person who is a Voting Member Members of the MHC at Bank. In addition, the close Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $920,000 in cash and up to 460,000 shares of business Common Stock, in an aggregate amount equaling up to $5,520,000 based on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder $10.00 per share purchase price of the Common Stock sold in the Offering (“Other Members”as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxxthe New Jersey Counties of Hunterdon, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx Middlesex and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of OhioSomerset. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 6,800,000 shares and a maximum of 11,327,500 Shares 9,200,000 shares (subject to an increase up to 13,026,625 10,580,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanPlan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023 and July 10, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Reorganization Conversion and Stock Offering of First Mutual of RichmondReorganization, Inc.adopted on May 22, dated as of February 6, 2019 2023 (the “Plan”), adopted by GBI is offering shares of its common stock, $0.01 par value per share (the Boards of Directors “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”) and the laws of the State of New York and the applicable regulations of the New York State Department of Financial Services (the “Department”) governing companies seeking to acquire or exercise control over a banking institution chartered under the laws of the State of New York. In connection with the Conversion, the Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), Stock in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank (as well as each depositor of the former Citizens Bank of Cape Vxxxxxx) with $50.00 or more on deposit as of the close of business on September 30, 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan (the “ESOP”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2023 (“Supplemental Eligible Account Holders”); and (iv) fourth, (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors each depositor of the Bank with $50.00 or more at the close of business on deposit June 30, 2023, and each borrower of the Bank as of March 23, 1999, whose borrowings remained outstanding as of the close of business on [•] (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member of the MHC at the close of business on the Voting Record Date who is not an Eligible Account HolderJuly 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2023 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) first, natural persons (including trusts of natural persons) residing in Wxxxxthe New York counties of Jxxxxxxxx, FxxxxxxXxxxx and St. Lxxxxxxx; (ii) second, Xxxxxthe Company’s public stockholders as of the close of business on July 31, Rxxxxxxx2023; and (iii) third, Xxxxxx and Union counties in other members of the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered for sale to certain members of the general public public, on a best efforts basis through a selected dealers agreement agreement, in a syndicated community offering (the “Syndicated Community Offering”) as described in Section 4(a)(iii) below). Pursuant to the Plan, the Company GBI is offering for sale a minimum of 8,372,500 shares 722,500 Shares and a maximum of 11,327,500 977,500 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they own in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 384,677 Shares and 520,445 shares of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold in the Offering. Upon completion of the Conversion, GBI will be organized as a fully public stock holding company and the Bank will be a wholly-owned subsidiary of GBI. GBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesPursuant to an agreement between the Bank, TFS and the MHC, the Bank will be released from the mutual holding company structure and become a mutual savings association. Thereafter, the Bank, in accordance with the Plan of Conversion and Reorganization and Stock Offering of First Mutual of Richmondadopted December __, Inc.2004, dated as of February 6, 2019 amended (the “"Plan”"), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from mutual to stock form. Also, pursuant to the mutual Plan the Company will become the Bank's holding company form of organization company. Collectively, these transactions are referred to a stock holding company form of organization (as the “"Conversion”) ." The Conversion is being conducted in compliance accordance with Section 28-1-2-23 the laws of the Indiana Code (the “IDFI Regulations”) United States and the applicable provisions regulations of 12 CFR Part 239 the Office of Thrift Supervision (but specifically excluding certain provisions including but not limited to Section 239.55"OTS") (such laws and the “regulations of the OTS are referred to herein as the "Conversion Regulations”"). In connection with the Conversion, the Holding Company will offer stock in a subscription offering (the "Subscription Offering") on a priority basis to (i) Eligible Account Holders (depositors at the close of business on September 30, 2003 with deposits of at least $50.00); (ii) the employee stock ownership plan of the Board Holding Company; (iii) Supplemental Eligible Account Holders (depositors at the close of Governors business on December 31, 2004 with deposits of at least $50.00); and (iv) Other Members (depositors at the Federal Reserve System (close of business on _______, 2005). Concurrently with, at any time during, or promptly after the “Federal Reserve Board”)Subscription Offering, and on a lowest priority basis, an opportunity to subscribe may also be offered, if necessary, to the general public in a Direct Community Offering and/or a Syndicated Community Offering or a best efforts basis, as described in subsection 4(c) below, giving priority to natural persons residing in the Ohio Counties of Franklin and Cuyahoga. All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member of the MHC at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii) below. Pursuant to the Plan, the Holding Company is offering a minimum of 8,372,500 shares 510,000 and a an anticipated maximum of 11,327,500 Shares 690,000 shares (subject to an increase up to 13,026,625 793,500 shares) of Common Stock common stock, par value $.01 per share (the “Shares”) "Common Stock"), in the Subscription Offering, and, if necessary, in (i) the Community Offering and/or the (ii) a Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Conversion and Reorganization and Stock Offering of First Mutual of RichmondThe Seneca Falls Savings Bank, Inc.MHC, dated as Axxxxx 00, 0000 (xxx “Xxxx”), XXX is offering shares of February 6common stock, 2019 $0.01 par value per share, for sale at $10.00 per share (the “PlanPurchase Price”), adopted by ) in connection with the Boards of Directors conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on July 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the employee stock ownership plan and the Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on December 31September 30, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] 2020 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC Bank at the close of business on the Voting Record Date who is not an Eligible Account HolderNovember 2, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2020 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) natural persons (including trusts of natural persons) residing in WxxxxCayuga, FxxxxxxSeneca, Xxxxx, Rxxxxxxx, Xxxxxx Ontario and Union Orleans counties in New York; (ii) the state Company’s public stockholders at the close of Indianabusiness on November 2, 2020; and Darke, Franklin, Miami, Pxxxxx and Shelby counties in (iii) other members of the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 8,372,500 shares 1,277,125 Shares and a maximum of 11,327,500 1,727,875 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 847,875 Shares and 1,147,125 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. GBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Conversion and Reorganization and Stock Offering of First Mutual of RichmondThe Seneca Falls Savings Bank, Inc.MHC, dated as Axxxxx 00, 0000 (xxx “Xxxx”), XXX is offering shares of February 6common stock, 2019 $0.01 par value per share, for sale at $10.00 per share (the “PlanPurchase Price”), adopted by ) in connection with the Boards of Directors conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on July 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the employee stock ownership plan and the Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on December 31September 30, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] 2020 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC Bank at the close of business on the Voting Record Date who is not an Eligible Account Holder_________ __, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2020 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) natural persons (including trusts of natural persons) residing in WxxxxCayuga, FxxxxxxSeneca, Xxxxx, Rxxxxxxx, Xxxxxx Ontario and Union Orleans counties in New York; (ii) the state Company’s public stockholders at the close of Indianabusiness on __________ __, 2020; and Darke, Franklin, Miami, Pxxxxx and Shelby counties in (iii) other members of the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 8,372,500 shares 1,277,125 Shares and a maximum of 11,327,500 1,727,875 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 847,875 Shares and 1,147,125 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. GBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Conversion and Reorganization and Stock Offering of First Mutual of RichmondMagyar Bancorp, Inc.MHC, dated as of February 625, 2019 2021 (the “Plan”), adopted by the Boards Company is offering shares of Directors common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2017 2019 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of the Company and Bank, including the Bank Bank’s employee stock ownership plan; (“Tax-Qualified Employee Plan”)iii) third, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] March 31, 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC Bank at the close of business on the Voting Record Date who is not an Eligible Account HolderMay 3, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2021 (“Other MembersDepositors”). The Company may offer Shares of Common Stock offered in the Subscription Offering, Community Offering (as hereinafter defined), if any, remaining after defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) natural persons (including trusts of natural persons) residing in WxxxxMiddlesex, FxxxxxxSomerset, XxxxxMonmouth, Rxxxxxxx, Xxxxxx Hunterdon and Union counties in New Jersey; and (ii) other members of the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iiisubsection 4(a)(ii) below. Pursuant to the Plan, the Company is offering for sale a minimum of 8,372,500 shares 2,890,000 Shares and a maximum of 11,327,500 3,910,000 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in accordance with the Amended and Restated Plan of Reorganization and Conversion From Mutual to Stock Offering Form of First Mutual Organization of RichmondSomerset Savings Bank, Inc.SLA, dated as of February 6July 25, 2019 2022 and amended as of March 7, 2023 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend for the Bank to convert from the a New Jersey chartered mutual holding company form of organization savings association to a New Jersey chartered stock holding company form of organization savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) federal laws and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2021 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on [•] ], 2023 (“Supplemental Eligible Account Holders”) ), and (4) any person who is a Voting Member Members of the MHC at Bank. In addition, the close Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $1,323,000 in cash and up to 661,250 shares of business Common Stock, in an aggregate amount equaling up to $7,935,500 based on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder $10.00 per share purchase price of the Common Stock sold in the Offering (“Other Members”as defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxxthe New Jersey Counties of Hunterdon, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx Middlesex and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of OhioSomerset. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 8,500,000 shares and a maximum of 11,327,500 Shares 11,500,000 shares (subject to an increase up to 13,026,625 13,225,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanPlan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. The Primary HF Parties, in accordance with the Plan of Reorganization Conversion of Home Federal Savings and Stock Offering Loan Association of First Mutual of Richmond, Inc.Grand Island, dated as of February June 6, 2019 2023 (the “Plan”), adopted by the Boards of Directors of the Primary HF Parties, intend to convert from the mutual holding company form of organization to a stock holding company bank form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) federal laws and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) and the Office of the Comptroller of the Currency (the “OCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December March 31, 2017 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on [•] June 30, 2023 (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member depositors of the MHC at Bank on August 2, 2023 who are not Eligible Account Holders or Supplemental Eligible Account Holder, and each borrower as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the Voting Record Date who is not an Eligible Account Holderclose of business on August 2, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”)2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, the Nebraska counties of Xxxxx, RxxxxxxxBuffalo, Xxxxxx Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of OhioXxxxxx. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 2,720,000 shares and a maximum of 11,327,500 Shares 3,680,000 shares (subject to an increase up to 13,026,625 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Reorganization and Stock Offering Conversion of First Mutual of Richmond, Inc.North Shore MHC, dated as of February 6July 19, 2019 2021 and amended on September 8, 2021 (the “Plan”), adopted by NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2020 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of North Shore Trust and Savings, including the Company employee stock ownership plan and the Bank North Shore Trust and Savings 401(k) Plan (the “Tax-Qualified Employee 401(k) Plan”); (iii) third, (3) depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on [•] September 30, 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC North Shore Trust and Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder Holder, and certain borrowers as of specified eligibility dates (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties Lake County in the state State of Indiana, Illinois; and Darke, Franklin, Miami, Pxxxxx and Shelby counties in (ii) other members of the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 8,372,500 shares 3,400,000 Shares and a maximum of 11,327,500 4,600,000 Shares (subject to an increase up to 13,026,625 5,290,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company Upon completion of the Conversion, NSTS Bancorp will be organized as a fully public stock holding company, with North Shore Trust and Savings as a wholly-owned subsidiary of NSTS Bancorp. NSTS Bancorp will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Reorganization and Stock Offering Conversion of First Mutual of Richmond, Inc.North Shore MHC, dated as of February 6July 19, 2019 2021 and amended on September 8, 2021 (the “Plan”), adopted by NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2020 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of North Shore Trust and Savings, including the Company employee stock ownership plan and the Bank North Shore Trust and Savings 401(k) Plan (the “Tax-Qualified Employee 401(k) Plan”); (iii) third, (3) depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on [•] _____________ __, 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC North Shore Trust and Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder Holder, and certain borrowers as of specified eligibility dates (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties Lake County in the state State of Indiana, Illinois; and Darke, Franklin, Miami, Pxxxxx and Shelby counties in (ii) other members of the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 8,372,500 shares 3,400,000 Shares and a maximum of 11,327,500 4,600,000 Shares (subject to an increase up to 13,026,625 5,290,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company Upon completion of the Conversion, NSTS Bancorp will be organized as a fully public stock holding company, with North Shore Trust and Savings as a wholly-owned subsidiary of NSTS Bancorp. NSTS Bancorp will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary HF Parties, in accordance with the Plan of Reorganization Conversion of Home Federal Savings and Stock Offering Loan Association of First Mutual of Richmond, Inc.Grand Island, dated as of February June 6, 2019 2023 (the “Plan”), adopted by the Boards of Directors of the Primary HF Parties, intend to convert from the mutual holding company form of organization to a stock holding company bank form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) federal laws and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardReserve”) and the Office of the Comptroller of the Currency (the “OCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December March 31, 2017 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on [•] June 30, 2023 (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member depositors of the MHC at the close of business Bank on the Voting Record Date August 2, 2023 who is not an Eligible Account Holder, Tax-Qualified Employee Plan Holder or Supplemental Eligible Account Holder (“Other Members”)Holder, and each borrower as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, the Nebraska counties of Xxxxx, RxxxxxxxBuffalo, Xxxxxx Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of OhioXxxxxx. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 8,372,500 2,720,000 shares and a maximum of 11,327,500 Shares 3,680,000 shares (subject to an increase up to 13,026,625 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in In accordance with the that certain Plan of Conversion and Reorganization and Stock Offering of First Mutual of RichmondSeacoast Bancorp, Inc.MHC, dated as of February 6August 11, 2019 2022 (the “Plan”), adopted by FSBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the Primary Parties, intend to convert MHC from the mutual holding company form of organization to a the stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company FSBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2017 2021 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of the Company Bank, including the employee stock ownership plan (the “ESOP”) and the Bank 401(k) Plan (the “Tax-Qualified Employee 401(k) Plan”); (iii) third, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] September 30, 2022 (“Supplemental Eligible Account Holders”) ); and (4iv) any person who is a Voting Member fourth, each depositor of the MHC Bank at the close of business on November 3, 2022 and each borrower of the Voting Record Date who is not an Eligible Account HolderBank as of July 16, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2019, whose borrowings remained outstanding as of the close of business on November 3, 2022 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) ), with a preference to given to: (i) first, natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties in the state New Hampshire counties of IndianaRockingham and Xxxxxxxx; (ii) second, the Company’s public stockholders at the close of business on November 3, 2022; and Darke(iii) third, Franklin, Miami, Pxxxxx and Shelby counties in other members of the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public public, on a best efforts basis through a selected dealers agreement agreement, in a syndicated community offering (the “Syndicated Community Offering”) as described in Section subsection 4(a)(iii) below. Pursuant to the Plan, the Company FSBI is offering for sale a minimum of 8,372,500 shares 2,805,000 Shares and a maximum of 11,327,500 3,795,000 Shares (subject to an increase up to 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of FSBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of FSBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, FSBI expects to issue between 2,272,492 Shares and 3,074,548 shares of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold in the Offering. Upon completion of the Conversion, FSBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of FSBI. FSBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.