Common use of TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK Clause in Contracts

TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK. All shares sold in the Conversion will be sold at a uniform price per share. The aggregate price at which the Conversion Stock shall be sold shall not be inconsistent with the estimated pro forma market value of such Conversion Stock, based upon an independent valuation as provided for in this Section 4. The Mutual Holding Company shall cause the Independent Appraiser to prepare a pro forma valuation of the aggregate market value of the Common Stock and of the aggregate market value of the Conversion Stock (which shall be equal to the aggregate market value of the Common Stock multiplied by the Mutual Holding Company’s percentage ownership interest in the Bank), which shall be submitted to the OTS as part of the Mutual Holding Company’s Application for Conversion. The valuation shall be prepared in accordance with 12 CFR 563b.7. Prior to the commencement of the Subscription and Community Offering, the Estimated Price Range will be established, the maximum of which shall be no more than fifteen percent (15%) above the average of the minimum and maximum of such price range and the minimum of which shall be no more than fifteen percent (15%) below such average. From time to time, as appropriate or as required by the conversion regulations or the OTS, the Mutual Holding Company shall cause the Independent Appraiser to review developments subsequent to its valuation to determine whether the Estimated Price Range should be revised. Based on the valuation by the Independent Appraiser pursuant to this Section 4, the Board of Directors of the Bank and the Board of Directors of the Holding Company shall fix the Initial Purchase Price and the number of shares of Conversion Stock to be offered. The total number of shares of Conversion Stock offered and the purchase price per share shall be subject to increase or decrease at any time prior to any Syndicated Community Offering or Public Offering or other method of sale to reflect changes in market and financial conditions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range, or materially above the maximum of the Estimated Price Range, resolicitation of purchasers may be required; provided, that up to a fifteen percent (15%) increase above the maximum of the Estimated Price Range will not be deemed material so as to require a resolicitation. Up to a fifteen percent (15%) increase in the number of shares to be issued which is supported by an appropriate change in the estimated pro forma market value of the Conversion Stock will not be deemed to be material so as to require a resolicitation of subscriptions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range or in excess of fifteen percent (15%) above the maximum of the Estimated Price Range, and a resolicitation is required, such resolicitation shall be effected in such manner and within such time as the Holding Company or the Bank shall establish, with the approval of the OTS, if required. Notwithstanding the foregoing, shares of Conversion Stock will not be issued unless, prior to the consummation of the Conversion and Reorganization, the Independent Appraiser confirms to the Bank, the Mutual Holding Company, the Holding Company and the OTS that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Conversion Stock issued in the Conversion and Reorganization multiplied by the Initial Purchase Price is incompatible with the estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offerings, extend the Conversion and Reorganization and establish a new Initial Purchase Price, extend, reopen or hold new Offerings, or take such other action as the OTS may permit. The Holding Common Stock to be issued pursuant to this Plan shall upon issuance be fully paid and nonassessable.

TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK. All shares sold in the Conversion will be sold at a uniform price per share. The aggregate price at which the Conversion Stock shall be sold shall not be inconsistent with the estimated pro forma market value of such Conversion Stock, based upon an independent valuation as provided for in this Section 4. The Mutual Holding Company shall cause the Independent Appraiser to prepare a pro forma valuation of the aggregate market value of the Common Stock and of the aggregate market value of the Conversion Stock (which shall be equal to the aggregate market value of the Common Stock multiplied by the Mutual Holding Company’s percentage ownership interest in the Bank), which shall be submitted to the OTS as part of the Mutual Holding Company’s Application for Conversion. The valuation shall be prepared in accordance with 12 CFR 563b.7. Prior to the commencement of the Subscription and Community OfferingOfferings, the Estimated Price Range will be established, the maximum of which shall be no more than fifteen percent (15%) above the average of the minimum and maximum of such price range and the minimum of which shall be no more than fifteen percent (15%) below such average. From time to time, as appropriate or as required by the conversion regulations or the OTS, the Mutual Holding Company shall cause the Independent Appraiser to review developments subsequent to its valuation to determine whether the Estimated Price Range should be revised. Based on the valuation by the Independent Appraiser pursuant to this Section 4, the Board of Directors of the Bank and the Board of Directors of the Holding Company shall fix the Initial Purchase Price and the number of shares of Conversion Stock to be offered. The total number of shares of Conversion Stock offered and the purchase price per share shall be subject to increase or decrease at any time prior to any Syndicated Community Offering or Public Offering or other method of sale during the Offerings to reflect changes in market and financial conditions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range, or materially above the maximum of the Estimated Price Range, resolicitation of purchasers may be required; provided, that up to a fifteen percent (15%) increase above the maximum of the Estimated Price Range will not be deemed material so as to require a resolicitation. Up to a fifteen percent (15%) increase in the number of shares to be issued which is supported by an appropriate change in the estimated pro forma market value of the Conversion Stock will not be deemed to be material so as to require a resolicitation of subscriptions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range or in excess of fifteen percent (15%) above the maximum of the Estimated Price Range, and a resolicitation is required, such resolicitation shall be effected in such manner and within such time as the Holding Company or the Bank shall establish, with the approval of the OTS, if required. Notwithstanding the foregoing, shares of Conversion Stock will not be issued unless, prior to the consummation of the Conversion and Reorganization, the Independent Appraiser confirms to the Bank, the Mutual Holding Company, the Holding Company and the OTS that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Conversion Stock issued in the Conversion and Reorganization multiplied by the Initial Purchase Price is incompatible with the estimate of the aggregate consolidated pro forma market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offerings, extend the Conversion and Reorganization and establish a new Initial Purchase Price, extend, reopen or hold new Offerings, or take such other action as the OTS may permit. The Holding Company Common Stock to be issued pursuant to this Plan shall upon issuance be fully paid and nonassessable.

TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF CONVERSION STOCK. All shares sold in the Conversion will be sold at a uniform price per share. The aggregate price at which the Conversion Stock shall be sold shall not be inconsistent with the estimated pro forma PRO FORMA market value of such Conversion Stock, based upon an independent valuation as provided for in this Section 4. The Mutual Holding Company shall cause the Independent Appraiser to prepare a pro forma PRO FORMA valuation of the aggregate market value of the Common Stock and of the aggregate market value of the Conversion Stock (which shall be equal to the aggregate market value of the Common Stock multiplied by the Mutual Holding Company’s 's percentage ownership interest in the Bank), which shall be submitted to the OTS as part of the Mutual Holding Company’s 's Application for Conversion. The valuation shall be prepared in accordance with 12 CFR 563b.7. Prior to the commencement of the Subscription and Community Offering, the Estimated Price Range will be established, the maximum of which shall be no more than fifteen percent (15%) above the average of the minimum and maximum of such price range and the minimum of which shall be no more than fifteen percent (15%) below such average. From time to time, as appropriate or as required by the conversion regulations or the OTS, the Mutual Holding Company shall cause the Independent Appraiser to review developments subsequent to its valuation to determine whether the Estimated Price Range should be revised. Based on the valuation by the Independent Appraiser pursuant to this Section 4, the Board of Directors of the Bank and the Board of Directors of the Holding Company shall fix the Initial Purchase Price and the number of shares of Conversion Stock to be offered. The total number of shares of Conversion Stock offered and the purchase price per share shall be subject to increase or decrease at any time prior to any Syndicated Community Offering or Public Offering or other method of sale to reflect changes in market and financial conditions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range, or materially above the maximum of the Estimated Price Range, resolicitation of purchasers may be required; providedPROVIDED, that up to a fifteen percent (15%) increase above the maximum of the Estimated Price Range will not be deemed material so as to require a resolicitation. Up to a fifteen percent (15%) increase in the number of shares to be issued which is supported by an appropriate change in the estimated pro forma PRO FORMA market value of the Conversion Stock will not be deemed to be material so as to require a resolicitation of subscriptions. In the event that the aggregate purchase price of the Conversion Stock is below the minimum of the Estimated Price Range or in excess of fifteen percent (15%) above the maximum of the Estimated Price Range, and a resolicitation is required, such resolicitation shall be effected in such manner and within such time as the Holding Company or the Bank shall establish, with the approval of the OTS, if required. Notwithstanding the foregoing, shares of Conversion Stock will not be issued unless, prior to the consummation of the Conversion and Reorganization, the Independent Appraiser confirms to the Bank, the Mutual Holding Company, the Holding Company and the OTS that, to the best knowledge of the Independent Appraiser, nothing of a material nature has occurred which, taking into account all relevant factors, would cause the Independent Appraiser to conclude that the number of shares of Conversion Stock issued in the Conversion and Reorganization multiplied by the Initial Purchase Price is incompatible with the estimate of the aggregate consolidated pro forma PRO FORMA market value of the Holding Company. If such confirmation is not received, the Holding Company may cancel the Offerings, extend extended the Conversion and Reorganization and establish a new Initial Purchase Price, extend, reopen or hold new Offerings, or take such other action as the OTS may permit. The Holding Common Stock to be issued pursuant to this Plan shall upon issuance be fully paid and nonassessable.