ROCKVILLE FINANCIAL NEW, INC. (a Connecticut corporation) Shares of Common Stock (Subject to Increase to Up to Shares) COMMON STOCK (No Par Value Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT
Exhibit 1.2
ROCKVILLE FINANCIAL NEW, INC.
(a Connecticut corporation)
(a Connecticut corporation)
Shares of Common Stock
(Subject to Increase to Up to Shares)
(Subject to Increase to Up to Shares)
COMMON STOCK
(No Par Value Per Share)
(No Par Value Per Share)
Subscription Price $10.00 Per Share
, 2010
Xxxxx, Xxxxxxxx & Xxxxx, Inc.
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
Rockville Financial New, Inc., a newly formed Connecticut corporation (the “Company”),
Rockville Financial MHC, a Connecticut-chartered nonstock corporation and mutual holding company
(the “MHC”), Rockville Financial Inc., a Connecticut-chartered business corporation and mutual
holding company subsidiary holding company (the “Mid-Tier Holding Company”), and Rockville Bank, a
Connecticut-chartered stock savings bank (the “Bank”), hereby confirm, jointly and severally, their
agreement with Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW” or the “Agent”), as follows:
Section 1. The Offering.
In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of
Conversion”), adopted by the Boards of Directors of the Company, the Bank, the MHC and the Mid-Tier
Holding Company, the Bank will convert from the mutual holding company structure to a fully public
stock holding company structure. As part of the Plan, the following steps will be effectuated: (i)
the Company will be organized as a first-tier stock subsidiary of the Mid-Tier Holding Company;
(ii) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding
Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the
shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of
the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in
exchange for their ownership interests in the MHC; (iii) immediately after the MHC Merger, the
Mid-Tier Holding Company will merge with the Company with the Company as the resulting entity (the
“Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned
subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the
Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC
Merger will automatically, without further action on the part of the holders thereof, be exchanged
for an interest in the liquidation accounts to be established in the Conversion (as defined
herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common
stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the
outstanding shares of common stock, no par value per share, of the Mid-Tier Holding Company
(“Mid-Tier Holding Company
Common Stock”) owned by persons other than the MHC shall automatically, without further action
on the part of the holders thereof, be converted into and become the right to receive the Shares
based upon the exchange ratio as defined in the Plan, which will result in the holders of such
shares receiving and owning in the aggregate approximately the same percentage of the Shares to be
outstanding upon the completion of the Conversion (as herein defined) as the percentage of
outstanding Mid-Tier Holding Company Common Stock owned by them in the aggregate immediately prior
to the consummation of the Conversion (as defined herein) before giving effect to: (1) the payment
of cash in lieu of issuing fractional exchange shares; and (2) any shares of common stock purchased
by public stockholders in the Offering. However, the exchange ratio may be adjusted downward to
reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial
MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc.
Pursuant to the Plan, the Company will offer and sell up to of its Shares, in
a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with
Qualifying Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account
Holders”); (2) the Tax-Qualified Plans (as defined in the Plan); and (3) depositors of the Bank
with Qualifying Deposits, as defined in the Plan, as of , 2010 (“Supplemental
Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties,
the Company is offering for sale in a community offering (the “Community Offering,” and when
referred to together with the Subscription Offering, the “Subscription and Community Offering”)
that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not
subscribed for or ordered in the Subscription Offering, to members of the general public to whom a
copy of the Prospectus (as hereinafter defined) is delivered with a preference given to (i) natural
persons residing only in Hartford, New London and Tolland Counties in Connecticut; (ii) existing
Rockville Financial’s public shareholders as of ; and (iii) natural
persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the
Subscription and Community Offering will be offered to certain members of the general public on a
best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the
Subscription Offering, Community Offering and Syndicated Community Offering are collectively
referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is
subject to the minimum and maximum purchase limitations as described in the Plan and that the
Company may reject, in whole or in part, any orders received in the Community Offering or
Syndicated Community Offering. Collectively, these transactions described in this Section 1 are
referred to herein as the “Conversion.”
Pursuant to the Plan, the Company and the Bank intend to donate 3% of the net proceeds to the
existing Rockville Financial Foundation, Inc. (the “Foundation”).
The Company has filed with the United States Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-1 (File No. 333-169439) (the “Registration Statement”) containing
a prospectus relating to the Offering for the registration of the Shares under the Securities Act
of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of
stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments
thereof and such amended prospectuses and Shareholders’ Proxy Statements as may have been required
to the date hereof. The term “Registration Statement” shall include any documents incorporated by
reference therein and all financial schedules and exhibits thereto, as amended, including
post-effective amendments. The prospectus, as amended, on file
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with the SEC at the time the Registration Statement initially became effective is hereinafter
called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule
424(b) or (c) of the rules and regulations of the SEC under the 1933 Act (the “1933 Act
Regulations”) differing from the prospectus on file at the time the Registration Statement
initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to
Rule 424(b) or (c) from and after the time said prospectus is filed with the SEC.
In accordance with the Banking Law of Connecticut and Title 36a of the Regulations of
Connecticut State Agencies, which are issued by the Connecticut Banking Commissioner (the
“Commissioner”) and the regulations of the Federal Deposit Insurance Corporation (“FDIC”) governing
mutual-to-stock conversions (collectively, the “Conversion Regulations”), the MHC filed an
Application for Conversion with the Commissioner and a notice of intent to convert to stock form
with the FDIC, and has filed such amendments thereto and supplementary materials as may have been
required to the date hereof and amendments thereto as required by the Commissioner and the FDIC
(collectively, the “Conversion Application”). The Company also has filed with the Board of
Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company
Application”) to become a bank holding company controlling the Bank under the Bank Holding Company
Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).
Section 2. Retention of Agent; Compensation; Sale and Delivery of the Shares. Subject
to the terms and conditions herein set forth, the Company, the MHC, the Mid-Tier Holding Company
and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent to
utilize its best efforts to solicit subscriptions for Shares and to advise and assist the Company,
the MHC, the Mid-Tier Holding Company and the Bank with respect to the Company’s sale of the Shares
in the Offering.
On the basis of the representations, warranties, and agreements herein contained, but subject
to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to
consult with and advise the Company, the MHC, the Mid-Tier Holding Company and the Bank as to the
matters set forth in the letter agreement, dated July 20, 2010, between the MHC, the Mid-Tier
Holding Company, the Bank and KBW. It is acknowledged by the Company, the MHC, the Mid-Tier Holding
Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to
take any action that is inconsistent with all applicable laws, regulations, decisions or orders.
The obligations of the Agent pursuant to this Agreement shall terminate upon the completion or
termination or abandonment of the Plan by the Company, the MHC, the Mid-Tier Holding Company, or
the Bank or upon termination of the Offering, but in no event later than 45 days after the
completion of the Subscription Offering (the “End Date”) unless extended by the Commissioner and
the FDIC. All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent
in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In
the event the Offering is extended beyond the End Date, the Company, the MHC, the Mid-Tier Holding
Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms.
In the event the Company is unable to sell a minimum of Shares within the
period herein provided, this Agreement shall terminate and the Company shall promptly refund to any
persons who have subscribed for any of the Shares the full amount that it may have received from
them plus accrued interest, as set forth in the Prospectus, and none of
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the parties to this Agreement shall have any obligation to the other parties hereunder, except
as set forth in this Section 2 and in Sections 6, 8 and 9 hereof.
In the event the Offering is terminated for any reason not attributable to the action or
inaction of the Agent, the Agent shall be paid the fees due to the date of such termination
pursuant to subparagraphs (a) and (d) below.
If all conditions precedent to the consummation of the Conversion, including, without
limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company
agrees to issue, or have issued, the Shares sold in the Offering and to release for delivery
certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the
Company by any means authorized by the Plan; provided, however, that no funds shall be released to
the Company until the conditions specified in Section 7 hereof shall have been complied with to the
reasonable satisfaction of the Agent and its counsel. The release of Shares against payment
therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Agent. Certificates for Shares shall be delivered directly to the
purchasers in accordance with their directions. The date upon which the Company shall release or
deliver the Shares sold in the Offering, in accordance with the terms herein, is called the
“Closing Date.”
The Agent shall receive the following compensation for its services hereunder:
(a) A Management Fee of $30,000, payable in four consecutive monthly installments of $7,500
each, all of which has been paid. Such fees shall be deemed to have been earned when due. Should
the Conversion be terminated for any reason not attributable to the action or inaction of the
Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at
which the termination occurred.
(b) A success fee of 0.75% of the aggregate dollar amount of the Shares sold in the
Subscription Offering and the Community Offering, excluding shares purchased by the officers,
directors or employees (or members of their immediate families) of the Company, the MHC, the
Mid-Tier Holding Company or the Bank plus any ESOP, tax-qualified or stock based compensation plans
(except individual purchases through IRAs or 401(k) plans) or similar plan created by the Bank, the
MHC or the Mid-Tier Holding Company for some or all of its directors or employees. The Success Fee
described in this subparagraph 2(b) shall be reduced by the Management Fee described in
subparagraph 2(a).
(c) If any of the Shares remain available after the Subscription Offering and Community
Offering, at the request of the Company, KBW will seek to form a syndicate of registered
broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis,
subject to the terms and conditions set forth in the selected dealers agreement. KBW will endeavor
to distribute the Shares among the Selected Dealers in a fashion that best meets the distribution
objectives of the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Plan. KBW will
be paid a fee not to exceed 5.5% of the aggregate dollar amount of the Shares sold in the
Syndicated Community Offering. From this fee, KBW will pass onto the Selected Dealers who assist in
the Syndicated Community Offering an amount competitive with gross underwriting discounts charged
at such time for comparable amounts of stock sold at a comparable price per share in a similar
market environment. Fees with respect to purchases affected with the assistance of Selected Dealers
other than KBW shall be transmitted by KBW to
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such Selected Dealers. The decision to utilize Selected Dealers will be made by the Company,
the MHC, the Mid-Tier Holding Company and the Bank upon consultation with KBW. In the event, with
respect to any stock purchases, fees are paid pursuant to this subparagraph 2(c), such fees shall
be in lieu of, and not in addition to, payment pursuant to subparagraphs 2(a) and 2(b).
(d) The Agent shall be reimbursed for reasonable out-of-pocket expenses, including costs of
travel, meals and lodging, photocopying, telephone, facsimile and couriers up to a maximum of
$50,000 without the approval of the Company. In addition, the Company, the MHC, the Mid-Tier
Holding Company and the Bank will reimburse KBW for the fees and expenses of its counsel, which
will not exceed $100,000. In the event of a material delay or a re-solicitation in connection with
the Offerings, the Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW
in an amount not to exceed $50,000. The Company, the MHC, the Mid-Tier Holding Company and the Bank
will bear the expenses of the Offering customarily borne by issuers including, without limitation,
regulatory filing fees, SEC, “Blue Sky,” and FINRA filing and registration fees; the fees of the
Company, the MHC’s, the Mid-Tier Holding Company’s and the Bank’s accountants, attorneys,
appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses
associated with the Conversion; the fees set forth under this Section 2; and fees for “Blue Sky”
legal work. The Company, the MHC, the Mid-Tier Holding Company and the Bank will reimburse KBW for
such expenses incurred by KBW on their behalf.
Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds
on the earlier of the Closing Date or a determination by the Company, the MHC, the Mid-Tier Holding
Company or the Bank to terminate or abandon the Plan.
Section 3. Prospectus; Offering. The Shares are to be initially offered in the
Offering at the purchase price set forth on the cover page of the Prospectus.
Section 4. Representations and Warranties.
(a) The Company, the MHC, the Mid-Tier Holding Company and the Bank jointly and severally
represent and warrant to and agree with the Agent as follows:
(i) The Registration Statement, which was prepared by the Company and filed with the SEC, was
declared effective by the SEC on , 2010. At the time the Registration Statement,
including the Prospectus contained therein (including any amendment or supplement), became
effective, the Registration Statement complied as to form in all material respects with the
requirements of the 1933 Act and the 1933 Act Regulations, and the Registration Statement,
including the Prospectus contained therein (including any amendment or supplement thereto), and any
information regarding the Company, the MHC, the Mid-Tier Holding Company or the Bank contained in
Sales Information (as such term is defined in Section 8 hereof) authorized by the Company, the MHC,
the Mid-Tier Holding Company or the Bank for use in connection with the Offering, did not contain
an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading, and at the time any Rule 424(b) or (c) Prospectus is filed with the SEC
and at the Closing Date referred to in Section 2, the Registration Statement, including the
Prospectus contained therein (including any amendment or supplement thereto), will comply as to
form in all material respects with the 1933 Act and the 1933 Act Regulations and such Registration
Statement and any
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information regarding the Company, the MHC, the Mid-Tier Holding Company or the Bank contained
in the Sales Information authorized by the Company, the MHC, the Mid-Tier Holding Company or the
Bank for use in connection with the Offering will not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading; provided, however, that the
representations and warranties in this Section 4(a)(i) shall not apply to statements or omissions
made in reliance upon and in conformity with written information furnished to the Company, the MHC,
the Mid-Tier Holding Company or the Bank by the Agent or its counsel expressly regarding the Agent
for use in the Prospectus in the second and sixth paragraphs under the caption “The Conversion and
Offering —Plan of Distribution; Selling Agent Compensation” or in any Sales Information or
statements in or omissions from any Sales Information regarding the Agent. The Shareholders’ Proxy
Statement (including any amendment or supplement thereto), will not include any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading.
(ii) The Company, the MHC, the Mid-Tier Holding Company, and the Bank have not directly or
indirectly distributed or otherwise used and will not directly or indirectly distribute or
otherwise use any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act
Regulations) or other offering material (including, without limitation, content on the Company’s
website that may be deemed to be a prospectus, free writing prospectus or other offering material)
in connection with the offering and sale of the Shares other than any Permitted Free Writing
Prospectus or the Prospectus or other materials permitted by the 1933 Act and the 1933 Act
Regulations distributed by the Company and reviewed and approved (which approval shall not be
unreasonably withheld) in advance for distribution by the Agent. The Company, the MHC, the Mid-Tier
Holding Company, and the Bank have not, directly or indirectly, prepared or used and will not
directly or indirectly, prepare or use, any Permitted Free Writing Prospectus except in compliance
with the filing and other requirements of Rules 164 and 433 of the 1933 Act Regulations; assuming
that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement
was filed with the SEC (and after such Permitted Free Writing Prospectus was, if required pursuant
to Rule 433(d) under the Act, filed with the SEC), the sending or giving, by the Agent, of any
Permitted Free Writing Prospectus will satisfy the provisions of Rules 164 and 433 (without
reliance on subsections (b), (c) and (d) for Rule 164); and the Company is not an “ineligible
issuer” (as defined in Rule 405 of the 1933 Act Regulations) as of the eligibility determination
date for purposes of Rules 164 and 433 of the 1933 Act Regulations with respect to the offering of
the Shares or otherwise precluded under Rule 164 from using free writing prospectuses in connection
with the offering of the Shares.
(iii) As of the Applicable Time (as defined below), neither (i) the Issuer-Represented General
Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus,
all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual
Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General
Disclosure Package, included any untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to statements in
or omissions from any Prospectus included in the Registration Statement relating to the offered
Shares or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written
information furnished to the Company by
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the Agent specifically for use therein. As used in this paragraph and elsewhere in this
Agreement:
1. “Applicable Time” means each and every date when a potential purchaser submitted a
subscription or otherwise committed to purchase Shares.
2. “Statutory Prospectus,” as of any time, means the Prospectus relating to the offered Shares
that is included in the Registration Statement relating to the offered Shares immediately prior to
the Applicable Time, including any document incorporated by reference therein.
3. “Issuer-Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as
defined in Rule 433(h) of the 1933 Act Regulations, relating to the offered Shares in the form
filed or required or, if not required to be filed, in the form retained in the Company’s records
pursuant to Rule 433(g) under the 1933 Act Regulations. The term does not include any writing
exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933
Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.
4. “Issuer-Represented General Free Writing Prospectus” means any Issuer-Represented Free
Writing Prospectus that is intended for general distribution to prospective investors.
5. “Issuer-Represented Limited-Use Free Writing Prospectus” means any Issuer-Represented Free
Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term
Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road
show,” as defined in Rule 433 of the 1933 Act Regulations, that is made available without
restriction pursuant to Rule 433(d)(8)(ii) of the 1933 Act Regulations or otherwise, even though
not required to be filed with the SEC.
6. “Permitted Free Writing Prospectus” means any free writing prospectus as defined in Rule
405 of the 1933 Act Regulations that is consented to by the Company, the MHC, the Mid-Tier Holding
Company, the Bank and the Agent.
(iv) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all
subsequent times through the completion of the Offering and sale of the offered Shares or until any
earlier date that the Company notified or notifies the Agent (as described in the next sentence),
did not, does not and will not include any information that, in any material respect, conflicted,
conflicts or will conflict with the information contained in the Registration Statement, including
any document incorporated by reference therein that has not been superseded or modified. If at any
time following the date of first use of an Issuer-Represented Free Writing Prospectus there
occurred or occurs an event or development as a result of which such Issuer-Represented Free
Writing Prospectus, in any material respect, conflicted or would conflict with the information
contained in the Registration Statement relating to the offered Shares or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances prevailing at that
subsequent time, not misleading, the Company has notified or will notify promptly the Agent so that
any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or
supplemented and the Company has promptly amended or will
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promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or
correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to
statements in or omissions from any Issuer-Represented Free Writing Prospectus based upon and in
conformity with written information furnished to the Company by the Agent specifically for use
therein.
(v) The Conversion Application, including the Prospectus and the proxy statement for the
solicitation of proxies from the Corporators for the meeting to approve the Plan and the
contribution to the Foundation (the “Corporator’s Informational Material”), which was prepared by
the MHC and filed with the Commissioner and the FDIC, was approved by the Commissioner on
, 2010 and not objected to by the FDIC on , 2010,
and the Prospectus has been either cleared or declared effective by the Commissioner and the FDIC.
The Corporator’s Informational Material has been cleared by the Commissioner. At the time of the
regulatory approval of and nonobjection to the Conversion Application, including the Prospectus and
the Corporator’s Informational Material (including any amendment or supplement thereto), by the
Commissioner and the FDIC and at all times subsequent thereto until the Closing Date, the
Conversion Application, including the Prospectus and the Corporator’s Informational Material
(including any amendment or supplement thereto), will comply in all material respects with the
Conversion Regulations, except to the extent waived in writing by the Commissioner and the FDIC.
The Conversion Application, including the Prospectus and the Corporator’s Informational Material
(including any amendment or supplement thereto), does not include any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading;
provided, however, that the representations and warranties in this Section 4(a)(v) shall not apply
to statements or omissions made in reliance upon and in conformity with written information
furnished to the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Agent or its
counsel expressly regarding the Agent for use in the Prospectus in the third and fourth paragraphs
under the caption “The Conversion and Offering-Plan of Distribution; Selling Agent Compensation” or
in any Sales Information or statements in or omissions from any Sales Information regarding the
Agent.
(vi) The Holding Company Application has been prepared by the Company in material compliance
with the requirements of the FRB and has been approved by the FRB. A conformed copy of the Holding
Company Application has been delivered to the Agent and its counsel, receipt of which is hereby
acknowledged by the Agent and its counsel.
(vii) No order has been issued by the Commissioner, the FDIC, the FRB or the SEC or any state
securities administrator preventing or suspending the use of the Prospectus or any supplemental
sales literature authorized by the Company, the MHC, the Mid-Tier Holding Company or the Bank for
use in connection with the Offering and no action by or before any such government entity to revoke
any approval, authorization or order of effectiveness related to the Conversion is pending or, to
the knowledge of the Company, the MHC, the Mid-Tier Holding Company or the Bank, threatened.
(viii) Pursuant to the Conversion Regulations, the Plan and the contribution to the Foundation
have been approved by the Boards of Directors of the MHC and the Mid-Tier Holding Company; at the
Closing Date, the offer and sale of the Shares and the contribution to the Foundation will have
been conducted in all material respects in accordance with the Plan, the
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Conversion Regulations, and all other applicable laws, regulations, decisions and orders,
including all terms, conditions, requirements and provisions precedent to the Offering imposed upon
the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Commissioner, the FDIC, the
FRB, the SEC or any other regulatory authority, other than those which the regulatory authority
permits to be completed after the Conversion and in the manner described in the Prospectus. To our
knowledge, no person has sought to obtain review of the final action of the Commissioner, the FDIC
or the FRB in approving the Plan and the contribution to the Foundation or in approving the
Conversion or the Holding Company Application pursuant to the BHCA, the Conversion Regulations or
any other statute or regulation.
(ix) The Bank has been duly organized and is a validly existing Connecticut-chartered savings
bank in the stock form of organization and upon the Conversion will be a wholly owned subsidiary of
the Company, in both instances duly authorized to conduct its business and own its property as
described in the Registration Statement and the Prospectus; the Bank has obtained all licenses,
permits and other governmental authorizations currently required for the conduct of its business,
except those that individually or in the aggregate would not materially adversely affect the
financial condition, earnings, capital, assets, properties or business of the Company, the MHC, the
Mid-Tier Holding Company and the Bank, taken as a whole; all such licenses, permits and
governmental authorizations are in full force and effect, and the Bank is in compliance in all
material respects with all material laws, rules, regulations and orders applicable to the operation
of its business. The Bank does not own equity securities or any equity interest in any other active
business enterprise except as described in the Prospectus or as would not be material to the
operations of the Bank. Upon completion of the Conversion, (i) all of the authorized and
outstanding capital stock of the Bank will be owned by the Company free and clear of any security
interest, mortgage, pledge, loan, encumbrance, claim or equity and (ii) the Company will have no
direct subsidiaries other than the Bank. At the Closing Date, the Conversion will have been
effected in all material respects in accordance with all applicable statutes, regulations,
decisions and orders; and, except with respect to the filing of certain post-sale, post-Conversion
reports, and documents in compliance with the 1933 Act Regulations, the Conversion Regulations or
any order, all terms, conditions, requirements and provisions with respect to the Conversion
imposed by the Commissioner, FDIC or FRB, if any, will have been complied with by the Company, the
MHC, the Mid-Tier Holding Company and the Bank in all material respects or appropriate waivers will
have been obtained and all material notices will have been satisfied.
(x) The Mid-Tier Holding Company has been duly incorporated and is validly existing as a
business corporation under the laws of the State of Connecticut with corporate power and authority
to own, lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus; the Mid-Tier Holding Company has obtained all licenses,
permits and other governmental authorizations currently required for the conduct of its business,
except those that individually or in the aggregate would not materially adversely affect the
financial condition, earnings, capital, assets, properties or business of the Company, the MHC, the
Mid-Tier Holding Company and the Bank, taken as a whole; all such licenses, permits and
governmental authorizations are in full force and effect, and the Mid-Tier Holding Company is in
all material respects complying with all material laws, rules, regulations and orders applicable to
the operation of its business; upon consummation of the Conversion, the Mid-Tier Holding Company
will cease to exist.
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(xi) The authorized capital stock of the Mid-Tier Holding Company consists of 29,000,000
shares of the Mid-Tier Holding Company Common Stock and 1,000,000 shares of preferred stock, no par
value per share (the “Mid-Tier Holding Company Preferred Stock”), of which 18,853,112 shares of
Mid-Tier Holding Company Common Stock and no shares of Mid-Tier Holding Company Preferred Stock are
issued and outstanding as of the date hereof; except for shares that may be issued upon the
exercise of a stock option, no additional shares of Mid-Tier Holding Company Common Stock and no
shares of Mid-Tier Holding Company Preferred Stock will be issued; all outstanding shares of
Mid-Tier Holding Company Common Stock have been duly authorized and validly issued and are fully
paid and non-assessable and have been issued in compliance with all federal and state securities
laws; the MHC owns 10,689,250 shares of Mid-Tier Holding Company Common Stock beneficially and of
record free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or
equity; the terms and provisions of the Mid-Tier Holding Company Common Stock conform to all
statements relating thereto contained in the Prospectus.
(xii) The MHC has been duly incorporated and is validly existing as a nonstock corporation and
a mutual holding company under the laws of the State of Connecticut with corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus; the MHC has obtained all licenses, permits and other
governmental authorizations currently required for the conduct of its business, except those that
individually or in the aggregate would not materially adversely affect the financial condition,
earnings capital, assets, properties or business of the Company, the MHC, the Mid-Tier Holding
Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations
are in full force and effect, and the MHC is in all material respects complying with all material
laws, rules, regulations and orders applicable to the operation of its business; upon consummation
of the Conversion, the MHC will cease to exist.
(xiii) The Company has been duly incorporated and is validly existing as a business
corporation in good standing under the laws of the State of Connecticut with corporate power and
authority to own, lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus; at the Closing Date the Company will be qualified to do
business as a foreign corporation in each jurisdiction in which the conduct of its business
requires such qualification, except where the failure to so qualify would not have a material
adverse effect on the financial condition, earnings, capital, assets, properties or business of the
Company. At the Closing Date, the Company will have obtained all licenses, permits and other
governmental authorizations currently required for the conduct of its business except those that
individually or in the aggregate would not materially adversely affect the financial condition,
earnings, capital, assets, properties or business of the Company, the MHC, the Mid-Tier Holding
Company and the Bank, taken as a whole; all such licenses, permits and governmental authorizations
will be in full force and effect, and the Company will be in all material respects complying with
all material laws, rules, regulations and orders applicable to the operation of its business.
(xiv) Except as described in the Prospectus, there are no contractual encumbrances or
restrictions or requirements or legal restrictions or requirements required to be described
therein, on the ability of any of the Company, the Mid-Tier Holding Company and the Bank (A) to pay
dividends or make any other distributions on its capital stock or to pay any indebtedness owed to
another party, (B) to make any loans or advances to, or investments in,
10
another party or (C) to transfer any of its property or assets to another party. Except as
described in the Prospectus, there are no restrictions, encumbrances or requirements affecting the
payment of dividends or the making of any other distributions on any of the capital stock of the
Company.
(xv) The Bank has properly administered all accounts for which it acts as a fiduciary,
including but not limited to accounts for which it serves as a trustee, agent, custodian, personal
representative, guardian, conservator or investment advisor, in accordance with the terms of the
governing documents and applicable state and federal law and regulation, except where the failure
to do so would not have a material adverse effect on the financial condition, earnings, capital,
assets, properties or business of the Bank. Neither the Bank nor any of its directors, officers or
employees has committed any material breach of trust with respect to any such fiduciary account,
and the accountings for each such fiduciary account are true and correct in all material respects
and accurately reflect the assets of such fiduciary account in all material respects.
(xvi) The Bank is a member of the Federal Home Loan Bank of Boston (“FHLB-Boston”). The
deposit accounts of the Bank are insured by the FDIC up to the applicable limits, and no
proceedings for the termination or revocation of such insurance are pending or, to the knowledge of
the Company, the MHC, the Mid-Tier Holding Company or the Bank, threatened. Upon consummation of
the Conversion, the liquidation account for the benefit of Eligible Deposit Account Holders and
Supplemental Eligible Account Holders will be duly established in accordance with the requirements
of the Conversion Regulations.
(xvii) The only direct subsidiary of the MHC is the Mid-Tier Holding Company. The only direct
subsidiary of the Mid-Tier Holding Company is the Bank. The only direct subsidiaries of the Bank
are SBR Mortgage Company, SBR Investment Corp., Inc., Rockville Financial Services, Inc., Rockville
Bank Commercial Properties, Inc., Rockville Bank Residential Properties, Inc. and Rockville Bank
Mortgage, Inc. (the “Subsidiaries”).
(xiii) The Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries have
good and marketable title to all real property and good title to all other assets material to the
business of the Company, the MHC, the Mid-Tier Company, the Bank and the Subsidiaries taken as a
whole, and to those properties and assets described in the Registration Statement and Prospectus as
owned by them, in each case free and clear of all liens, charges, encumbrances or restrictions,
except such as are described in the Registration Statement and Prospectus, or are not material to
the business of the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries
taken as a whole; and all of the leases and subleases material to the business of the Company, the
MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries taken as a whole, under which the
Company, the MHC, the Mid-Tier Holding Company, the Bank or the Subsidiaries hold properties,
including those described in the Registration Statement and Prospectus, are in full force and
effect.
(xix) The Company, the MHC, the Mid-Tier Holding Company and the Bank have received an opinion
of their special counsel, Xxxxxxxx, Xxxxx & Xxxxxx LLP, with respect to the federal corporate
income tax consequences and the Connecticut corporate income tax consequences of the Conversion,
including the contribution to the Foundation; all material aspects of the opinion of Xxxxxxxx,
Xxxxx & Xxxxxx LLP is accurately summarized in the Registration Statement and Prospectus; the facts
upon which such opinions are based are truthful,
11
accurate and complete in all material respects. Neither the Company nor the Bank will take any
action inconsistent therewith.
(xx) The Company, the MHC, the Mid-Tier Holding Company and the Bank have all such power,
authority, authorizations, approvals and orders as may be required to enter into this Agreement, to
carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the
Company as provided herein and as described in the Prospectus, except approvals that, by their
terms, will not or need not be received until after the date of this Agreement, and except for the
confirmation by the Commissioner and the FDIC of the final appraisal of the Company. The
consummation of the Conversion, the execution, delivery and performance of this Agreement and the
consummation of the transactions herein contemplated have been duly and validly authorized by all
necessary corporate action on the part of the Company, the MHC, the Mid-Tier Holding Company and
the Bank and this Agreement has been validly executed and delivered by the Company, the MHC, the
Mid-Tier Holding Company and the Bank and is the valid, legal and binding agreement of the Company,
the MHC, the Mid-Tier Holding Company and the Bank enforceable in accordance with its terms (except
as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws relating to or affecting the enforcement of creditors’ rights generally or the
rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are
insured by the FDIC, or by general equity principles, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and except to the extent, if any, that the
provisions of Sections 8 and 9 hereof may be unenforceable as against public policy).
(xxi) None of the Company, the MHC, the Mid-Tier Holding Company, the Bank or the Subsidiaries
is in violation of any directive received from Commissioner, the FDIC, the FRB, the SEC, or any
other agency to make any material change in the method of conducting their businesses so as to
comply in all material respects with all applicable statutes and regulations (including, without
limitation, regulations, decisions, directives and orders of the Commissioner, the FDIC, the FRB or
the SEC) and, except as set forth in the Registration Statement and the Prospectus, there is no
suit, proceeding, charge or action before or by any court, regulatory authority or governmental
agency or body, pending or, to the knowledge of the Company, the MHC, the Mid-Tier Holding Company,
the Bank or the Subsidiaries, threatened, which might materially and adversely affect the
Conversion, the performance of this Agreement or the consummation of the transactions contemplated
in the Plan and as described in the Registration Statement and the Prospectus or which might result
in any material adverse change in the financial condition, earnings, capital, assets, properties or
business of the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries taken
as a whole.
(xxii) The financial statements, schedules and notes related thereto that are included in the
Prospectus fairly present the financial condition, results of operations, equity and cash flows of
the Mid-Tier Holding Company and the Bank at the respective dates indicated and for the respective
periods covered thereby and comply as to form in all material respects with the applicable
accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X of the SEC
and accounting principles generally accepted in the United States of America (including those
requiring the recording of certain assets at their current market value). Such financial
statements, schedules and notes related thereto have been prepared in accordance with generally
accepted accounting principles consistently applied through the periods involved (except as noted
in the Notes to the financial statements), present fairly in all material respects
12
the information required to be stated therein and are consistent with the most recent
financial statements and other reports filed by the MHC, the Mid-Tier Holding Company, the Bank and
the Subsidiaries with the Commissioner, the FDIC, the FRB and the SEC, and any other applicable
regulatory authority, except that accounting principles employed in such regulatory filings conform
in all material respects to the requirements of the Commissioner, the FDIC, the FRB and the SEC and
any other applicable regulatory authority and not necessarily to the accounting principles
generally accepted in the United States of America. The other financial, statistical and pro forma
information and related notes included in the Prospectus present fairly the information shown
therein on a basis consistent with the audited and unaudited financial statements of the Mid-Tier
Holding Company and the Bank included in the Prospectus, and as to the pro forma adjustments, the
adjustments made therein have been consistently applied on the basis described therein.
(xxiii) The MHC, the Mid-Tier Holding Company, and the Bank carry, or are covered by,
insurance in such amounts and covering such risks as they deem reasonably adequate for the conduct
of their respective businesses in the ordinary course and the value of their respective properties.
As of the Closing Date, the Company will carry, or will be covered by, insurance in such amounts
and covering such risks as it deems reasonably adequate for the conduct of its business in the
ordinary course and the value of its properties.
(xxiv) Since the respective dates as of which information is given in the Registration
Statement including the Prospectus: (i) there has not been any material adverse change in the
financial condition, earnings, capital, assets, properties or business of the Company, the MHC, the
Mid-Tier Holding Company, the Bank and the Subsidiaries taken as a whole, whether or not arising in
the ordinary course of business; (ii) there has not been any material increase in the long-term
debt of the Bank or in the principal amount of the Bank’s assets that are classified by the Bank as
substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by
foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material
decrease in equity capital or total assets of the Bank, nor has the Company, the MHC, the Mid-Tier
Holding Company, the Bank or the Subsidiaries issued any securities or incurred any liability or
obligation for borrowing other than in connection with the exercise of a stock option or, in each
case, in the ordinary course of business; (iii) there have not been any material transactions
entered into by the Company, the MHC, the Mid-Tier Holding Company, the Bank or the Subsidiaries;
(iv) there has not been any material adverse change in the aggregate dollar amount of the Bank’s
deposits or its consolidated net worth; (v) there has been no material adverse change in the MHC’s,
the Mid-Tier Holding Company’s, the Bank’s, or the Subsidiaries’ relationship with its insurance
carriers, including, without limitation, cancellation or other termination of the Mid-Tier Holding
Company’s, the Bank’s, or the Subsidiaries’ fidelity bond or any other type of insurance coverage;
(vi) there has been no material change in management of the Company, the MHC, the Mid-Tier Holding
Company, the Bank or the Subsidiaries; (vii) none of the Company, the MHC, the Mid-Tier Holding
Company, the Bank or the Subsidiaries has sustained any material loss or interference with its
respective business or properties from fire, flood, windstorm, earthquake, accident or other
calamity, whether or not covered by insurance; (viii) none of the Company, the MHC, the Mid-Tier
Holding Company, the Bank or the Subsidiaries is in default in the payment of principal or interest
on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and
business of the Company, the Mid-Tier Holding Company, the Bank and the Subsidiaries conform in all
material respects to the descriptions thereof contained in the
13
Prospectus; and (x) none of the Company, the MHC, the Mid-Tier Holding Company, the Bank or
the Subsidiaries has any material contingent liabilities, except as set forth in the Prospectus.
(xxv) All documents made available to or delivered or to be made available to or delivered by
the Company, the MHC, the Mid-Tier Holding Company, the Bank or their representatives in connection
with the issuance and sale of the Shares, including records of account holders and depositors of
the Bank, or in connection with the Agent’s exercise of due diligence, except for those documents
which were prepared by parties other than the Company, the MHC, the Mid-Tier Holding Company or the
Bank or their representatives, to the knowledge of the Company, the MHC, the Mid-Tier Holding
Company and the Bank, were on the dates on which they were delivered, or will be on the dates on
which they are to be delivered, true, complete and correct in all material respects.
(xxvi) None of the Company, the MHC, the Mid-Tier Holding Company, the Bank or the
Subsidiaries is (i) in violation of their respective articles of incorporation, charters or bylaws,
as applicable or (ii) in default in the performance or observance of any obligation, agreement,
covenant, or condition contained in any material contract, lease, loan agreement, indenture or
other instrument to which it is a party or by which it or any of its property may be bound, except
for such violations or defaults which would not have a material adverse effect on the financial
condition and results of operations of the Company, the MHC, the Mid-Tier Holding Company, the Bank
or the Subsidiaries on a consolidated basis. The execution and delivery of this Agreement and the
consummation of the transactions herein contemplated will not: (i) conflict with or constitute a
breach of, or default under, or result in the creation of any material lien, charge or encumbrance
upon any of the assets of the Company, the MHC, the Mid-Tier Holding Company, the Bank or the
Subsidiaries pursuant to their respective articles of incorporation, charter or bylaws, as
applicable, or any material contract, lease or other instrument in which the Company, the MHC, the
Mid-Tier Holding Company, the Bank or the Subsidiaries has a beneficial interest, or any applicable
law, rule, regulation or order; (ii) violate any authorization, approval, judgment, decree, order,
statute, rule or regulation applicable to the Company, the MHC, the Mid-Tier Holding Company, the
Bank or the Subsidiaries except for such violations which would not have a material adverse effect
on the financial condition and results of operations of the Company, the MHC, the Mid-Tier Holding
Company, the Bank and the Subsidiaries on a consolidated basis; or (iii) with the exception of the
liquidation account to be established in the Conversion, result in the creation of any material
lien, charge or encumbrance upon any property of the Company, the MHC, the Mid-Tier Holding
Company, the Bank or the Subsidiaries.
(xxvii) No default exists, and no event has occurred which with notice or lapse of time, or
both, would constitute a default on the part of the Company, the MHC, the Mid-Tier Holding Company,
the Bank or the Subsidiaries in the due performance and observance of any term, covenant or
condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any
other instrument or agreement to which the Company, the MHC, the Mid-Tier Holding Company, the Bank
or the Subsidiaries is a party or by which any of them or any of their property is bound or
affected, except such defaults which would not have a material adverse effect on the financial
condition or results of operations of the Company, the MHC, the Mid-Tier Holding Company, the Bank
and the Subsidiaries on a consolidated basis; such agreements are in full force and effect; and no
other party to any such agreements has instituted or, to the knowledge of the Company, the MHC, the
Mid-Tier Holding Company, the Bank and the
14
Subsidiaries threatened any action or proceeding wherein the Company, the MHC, the Mid-Tier
Holding Company, the Bank or the Subsidiaries is alleged to be in default thereunder, where such
action or proceeding, if determined adversely to the Company, the MHC, the Mid-Tier Holding
Company, the Bank or the Subsidiaries would have a material adverse effect on the financial
condition, earnings, capital, assets, properties or business of the Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Subsidiaries taken as a whole.
(xxiii) Upon consummation of the Conversion, the authorized, issued and outstanding equity
capital of the Company will be within the range set forth in the Prospectus under the captions
“Capitalization” and “Pro Forma Data” and no Shares have been or will be issued and outstanding
prior to the Closing Date, other than shares issued in connection with the incorporation of the
Company; the Shares will have been duly and validly authorized for issuance and, when issued and
delivered by the Company pursuant to the Plan against payment of the consideration calculated as
set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and
non-assessable, except for shares purchased by the Tax-Qualified Employee Stock Benefit Plan (as
defined in the Plan) with funds borrowed from the Company to the extent payment therefor in cash
has not been received by the Company; except to the extent that subscription rights and priorities
pursuant thereto exist pursuant to the Plan, no preemptive rights exist with respect to the Shares;
and the terms and provisions of the Shares conform in all material respects to the description
thereof contained in the Registration Statement and the Prospectus. Upon the issuance of the
Shares, good title to the Shares will be transferred from the Company to the purchasers thereof
against payment therefor, subject to such claims as may be asserted against the purchasers thereof
by third-party claimants.
(xxix) No approval of any regulatory or supervisory or other public authority is required in
connection with the execution and delivery of this Agreement or the issuance of the Shares, except
for the approval of the Commissioner, the FDIC, the FRB and the SEC, and any necessary
qualification, notification, registration or exemption under the securities or blue sky laws of the
various states in which the Shares are to be offered, and except as may be required under the rules
and regulations of the Financial Industry Regulatory Authority (“FINRA”) and/or the Nasdaq.
(xxx) Wolf & Company, P.C., which has certified the audited financial statements and schedules
of the Mid-Tier Holding Company included in the Prospectus, has advised the Mid-Tier Holding
Company and the Bank in writing that they are, with respect to the Mid-Tier Holding Company and the
Bank, independent public accountants within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants and applicable regulations of the SEC and the
OTS.
(xxxi) RP Financial, LC., which has prepared the Company’s Independent Appraisal as of August
26, 2010 (as amended or supplemented, if so amended or supplemented) (the “Appraisal”), has advised
the Company in writing that it is independent of the Company, the MHC, the Mid-Tier Holding Company
and the Bank within the meaning of the Conversion Regulations.
(xxxii) The Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries have
timely filed all required federal, state and local tax returns; the Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Subsidiaries have paid all taxes that have become due and payable
in respect of such returns, except where permitted to be extended,
15
have made adequate reserves for similar future tax liabilities to the extent required by the
accounting principles generally accepted in the United States of America and no deficiency has been
asserted with respect thereto by any taxing authority.
(xxxiii) The Bank is in compliance in all material respects with the applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, and the regulations and rules thereunder.
(xxxiv) To the knowledge of the Company, the MHC, the Mid-Tier Holding Company, the Bank, and
the Subsidiaries, with the exception of the loan by the Company to the ESOP to purchase securities
in an amount up to 4% of the securities sold in the Conversion, none of the Company, the MHC, the
Mid-Tier Holding Company, the Bank, the Subsidiaries or employees of the Company, the MHC, the
Mid-Tier Holding Company, the Bank or the Subsidiaries has made any payment of funds of the
Company, the MHC, the Mid-Tier Holding Company, the Bank or the Subsidiaries as a loan for the
purchase of the Shares or made any other payment of funds prohibited by law, and no funds have been
set aside to be used for any payment prohibited by law.
(xxxv) None of the Company, the MHC, the Mid-Tier Holding Company, the Bank or the
Subsidiaries has: (i) issued any securities within the last 18 months (except for (a) notes to
evidence Bank loans and securities sold under agreements to repurchase or other liabilities in the
ordinary course of business or as described in the Prospectus, (b) shares issued in connection with
the incorporation of the Company, and (c) shares issued upon the exercise of options or upon the
vesting of shares of restricted stock, each pursuant to the Mid-Tier Holding Company’s existing
stock benefit plans); (ii) except as otherwise disclosed in the Prospectus, had any material
dealings within the 12 months prior to the date hereof with any member of FINRA, or any person
related to or associated with such member, other than discussions and meetings relating to the
proposed Offering and routine purchases and sales of United States government and agency and other
securities in the ordinary course of business; (iii) entered into a financial or management
consulting agreement except as contemplated hereunder; and (iv) engaged any intermediary between
the Agent and the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries in
connection with the offering of the Shares, and no person is being compensated in any manner for
such service. Appropriate arrangements have been made for placing the funds received from
subscriptions for Shares (except for holds placed on existing accounts) in a special
interest-bearing account with the Bank until all Shares are sold and paid for, with provision for
refund to the subscribers in the event that the Conversion is not completed for whatever reason or
for delivery to the Company if all Shares are sold.
(xxxvi) All Sales Information (as defined in Section 8) used by the Company in connection with
the Conversion that is required by the Commissioner and the FDIC to be filed has been or will be
filed with and approved by the Commissioner and the FDIC.
(xxxvii) The records used by the Company, the MHC, the Mid-Tier Holding Company, and the Bank
to determine the identities of Eligible Deposit Account Holders and Supplemental Eligible Account
Holders are accurate and complete in all material respects.
(xxxviii) The Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries
have not relied upon the Agent or its legal counsel or other advisors to the Agent for any legal,
tax or accounting advice in connection with the Conversion.
16
(xil) The Company is not required to be registered under the Investment Company Act of 1940,
as amended.
(xl) Any certificates signed by an officer of the Company, the MHC, the Mid-Tier Holding
Company and the Bank pursuant to the conditions of this Agreement and delivered to the Agent or
their counsel that refers to this Agreement shall be deemed to be a representation and warranty by
the Company, the MHC, the Mid-Tier Holding Company or the Bank to the Agent as to the matters
covered thereby with the same effect as if such representation and warranty were set forth herein.
(xli) No labor dispute with the employees of the Company, the MHC, the Mid-Tier Holding
Company or the Bank exists or, to the knowledge of the Company, the MHC, the Mid-Tier Holding
Company or the Bank, is imminent or threatened; and the Company, the MHC, the Mid-Tier Holding
Company and the Bank are not aware of any existing or threatened labor disturbance by the employees
of any of its principal suppliers or contractors which might be expected to have a material adverse
effect on the Company, the MHC, the Mid-Tier Holding Company or the Bank, taken as a whole.
(xlii) There is no action, suit or proceeding before or by any court or governmental agency or
body, domestic or foreign, no pending, or, to the knowledge of the Company, the MHC, the Mid-Tier
Holding Company or the Bank, threatened against or affecting the Company, the MHC, the Mid-Tier
Holding Company or the Bank which is required to be disclosed in the Registration Statement (other
than as disclosed therein), or which might result in a material adverse change in the financial
condition, results of operation, business affairs or prospects of the Company, the MHC, the
Mid-Tier Holding Company and the Bank considered as one enterprise or which might materially and
adversely affect the properties or assets thereof, or which might adversely affect the consummation
of the Offering, or the performance of this Agreement; all pending legal or governmental
proceedings to which the Company, the MHC, the Mid-Tier Holding Company or the Bank is a party or
of which any of their respective property or assets is the subject which are not described in the
Registration Statement, including ordinary routine litigation incidental to their business, are not
expected to have a material adverse effect in the aggregate.
(xliii) None of the Company, the MHC, the Mid-Tier Holding Company, and the Bank or any
properties owned or operated by any of the Company, the MHC, the Mid-Tier Holding Company, and the
Bank, is in violation of or liable under any Environmental Law (as defined below), except for such
violations or liabilities that, individually or in the aggregate, would not have a material adverse
effect on the financial condition, earnings, capital, assets, properties or business of the
Company, the MHC, the Mid-Tier Holding Company, the Bank and the Subsidiaries taken as a whole.
There are no actions, suits or proceedings, or demands, claims, notices or investigations
(including, without limitation, notices, demand letters or requests for information from any
environmental agency) instituted or pending or, to the knowledge of the Company, the MHC, the
Mid-Tier Holding Company, and the Bank, threatened relating to the liability of any property owned
or operated by the Company, the MHC, the Mid-Tier Holding Company, and the Bank under any
Environmental Law. To the knowledge of the Company, the MHC, the Mid-Tier Holding Company, and the
Bank, there are no events or circumstances that could form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or governmental body or agency,
against or affecting the Company, the MHC, the Mid-Tier Holding Company, and the Bank relating to
any Environmental Law. For purposes
17
of this subsection, the term “Environmental Law” means any federal, state, local or foreign
law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent,
order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the
protection, preservation or restoration of the environment (including, without limitation, air,
water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil,
plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling, production, release or
disposal of any substance presently listed, defined, designated or classified as hazardous, toxic,
radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any
material containing any such substance as a component.
(xliv) The MHC, the Mid-Tier Holding Company, and the Bank maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (A) transactions are executed
in accordance with management’s general or specific authorizations, (B) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets, (C) access to assets is permitted
only in accordance with management’s general or specific authorization, and (D) the recorded
accounts or assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences. The books, records and accounts and systems of
internal accounting control of the MHC, the Mid-Tier Holding Company, and the Bank comply in all
material respects with the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934
(the “1934 Act”). The Mid-Tier Holding Company has established and maintains “disclosure controls
and procedures” (as defined in Rule 13a-15(e) under the 0000 Xxx) that are effective in ensuring
that the information it will be required to disclose in the reports it files or submits under the
1934 Act is accumulated and communicated to the Mid-tier Holding Company’s management (including
the Mid-Tier Holding Company’s chief executive officer and chief financial officer) in a timely
manner and recorded, processed, summarized and reported within the periods specified in the SEC’s
rules and forms.
(xlv) All of the loans represented as assets of the MHC, the Mid-Tier Holding Company, and the
Bank in the Prospectus meet or are exempt from all requirements of federal, state and local law
pertaining to lending, including, without limitation, truth in lending (including the requirements
of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit
protection, equal credit opportunity and all disclosure laws applicable to such loans, except for
violations which, if asserted, would not have a material adverse effect on the financial condition,
earnings, capital, assets, properties or business of the Company, the MHC, the Mid-Tier Holding
Company and the Bank taken as a whole.
(xlvi) Except as otherwise disclosed in the Prospectus, to the knowledge of the Company, the
MHC, the Mid-Tier Holding Company, and the Bank, there are no affiliations or associations between
any member of the FINRA and any of the officers, directors or 5% or greater securityholders of the
Company, the MHC, the Mid-Tier Holding Company, and the Bank.
(xlvii) The Company has taken all actions necessary to obtain at the Closing Date a blue sky
memorandum from Xxxxxxxx, Xxxxx & Xxxxxx LLP.
(xlviii) The statistical and market related data contained in any Permitted Free Writing
Prospectus, the Prospectus and the Registration Statement are based on or derived from
18
sources which the Company, the MHC, the Mid-Tier Holding Company, and the Bank believe were
reliable and accurate at the time they were filed with the SEC. No forward-looking statement
(within the meaning of Section 27A of the 1933 Act and Section 21E of the 0000 Xxx) contained in
the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made
or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(xlix) Each Subsidiary has been duly organized and is legally existing under the laws of the
jurisdiction of its incorporation, has full power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus, and is duly qualified to
transact business and is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify would not have a Material Adverse Effect upon the financial
condition, results of operations or business affairs of the Company, the Mid-Tier Company, the MHC,
the Bank and the Subsidiaries, considered as one enterprise; the activities of each Subsidiary are
permitted to subsidiaries of a Connecticut-chartered savings bank and a Connecticut-chartered
mutual holding company by the rules and regulations, of the Commissioner and the FDIC; all of the
issued and outstanding capital stock or ownership interests of each Subsidiary has been duly
authorized and validly issued, is fully paid and nonassessable and is owned by the Mid-Tier Company
or the Bank, as the case may be, directly, free and clear of any security interest, mortgage,
pledge, lien, encumbrance or legal or equitable claim; and there are no warrants, options or rights
of any kind to acquire shares of capital stock of any Subsidiary.
(l) The Foundation is duly organized and validly existing as a private charitable foundation
in legal existence under the laws of the State of Connecticut, with corporate power and authority
to conduct its business as described in the Prospectus; all approvals required to make a
contribution to the Foundation have been obtained as described in the Prospectus.
(b) The Agent represents and warrants to the Company, Mid-Tier Holding Company, MHC and the
Bank that:
(i) The Agent is a corporation validly existing in good standing under the laws of the State
of New York and licensed to conduct business in the State of Connecticut and all states in which
the Shares will be offered for sale with full power and authority to provide the services to be
furnished to the Company, MHC, the Mid-Tier Holding Company and the Bank hereunder.
(ii) The execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all necessary action on the part of
the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is
a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms (except
as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization
or similar laws relating to or affecting the enforcement of creditors’ rights generally, or by
general equity principles, regardless of whether such enforceability is considered in a proceeding
in equity or at law, and except to the extent, if any, that the provisions of Sections 8 and 9
hereof may, with respect to the Agent, be unenforceable as against public policy).
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(iii) Each of the Agent and its employees, agents and representatives who shall perform any of
the services hereunder shall be duly authorized and empowered, and shall have all licenses,
approvals and permits necessary to perform such services; and the Agent is a registered selling
agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance
upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with
respect to the Offering.
(iv) The execution and delivery of this Agreement by the Agent, the consummation of the
transactions contemplated hereby and compliance with the terms and provisions hereof will not
conflict with, or result in a breach of, any of the terms, provisions or conditions of, or
constitute a default (or an event which with notice or lapse of time or both would constitute a
default) under, the Certificate of Incorporation or Bylaws of the Agent or any material agreement,
indenture or other instrument to which the Agent is a party or by which it or its property is
bound.
(v) No approval of any regulatory or supervisory or other public authority is required in
connection with the Agent’s execution and delivery of this Agreement, except as may have been
received.
(vi) There is no suit or proceeding or charge or action before or by any court, regulatory
authority or government agency or body or, to the knowledge of the Agent, pending or threatened,
which might materially adversely affect the Agent’s performance of this Agreement.
Section 5. Covenants of the Company, the MHC, the Mid-Tier Holding Company and the
Bank. The Company, the MHC, the Mid-Tier Holding Company and the Bank hereby jointly and
severally covenant with the Agent as follows:
(a) The Company will not file any amendment or supplement to the Registration Statement
without providing the Agent and its counsel an opportunity to review such amendment or supplement
or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall
reasonably object.
(b) The MHC will not file any amendment or supplement to the Conversion Application without
providing the Agent and its counsel an opportunity to review such amendment or supplement or file
any amendment or supplement to which amendment or supplement the Agent or its counsel shall
reasonably object.
(c) The Company will not file any amendment or supplement to the Holding Company Application
without providing the Agent and its counsel an opportunity to review the non-confidential portions
of such amendment or supplement or file any amendment or supplement to which amendment or
supplement the Agent or its counsel shall reasonably object.
(d) The Company, the MHC, the Mid-Tier Holding Company and the Bank will use their best
efforts to cause any post-effective amendment to the Registration Statement to be declared
effective by the SEC and any post-approval amendment to the Conversion Application to be approved
by the Commissioner and the FDIC and will immediately upon receipt of any information concerning
the events listed below notify the Agent: (i) when the Registration Statement, as amended, has
become effective; (ii) when the Conversion Application, as
20
amended, has been approved by the Commissioner and not objected to by the FDIC; (iii) when the
Company, the MHC, the Mid-Tier Holding Company or the Bank receives any written comments from the
Commissioner, the FDIC, the FRB, the SEC or any other governmental entity with respect to the
Conversion or the transactions contemplated by this Agreement; (iv) when the Commissioner, the
FDIC, the FRB, the SEC or any other governmental entity requests any amendment or supplement to the
Registration Statement, the Conversion Application or any additional information; (v) the issuance
by the Commissioner, the FDIC, the FRB, the SEC or any other governmental entity of any order or
other action suspending the Offering or the use of the Registration Statement or the Prospectus or
the Shareholders’ Proxy Statement or any other filing of the Company, the MHC, the Mid-Tier Holding
Company or the Bank under the Conversion Regulations, or other applicable law, or the threat of any
such action; (vi) the issuance by the SEC, or any authority of any stop order suspending the
effectiveness of the Registration Statement or of the initiation or threat of initiation or threat
of any proceedings for that purpose; or (vii) the occurrence of any event mentioned in paragraph
(h) below. The Company, the MHC, the Mid-Tier Holding Company and the Bank will make every
reasonable effort (x) to prevent the issuance by the Commissioner, the FDIC, the FRB, the SEC or
any other regulatory authority of any such order and, (y) if any such order shall at any time be
issued, to obtain the lifting thereof at the earliest possible time.
(e) The Company, the MHC, the Mid-Tier Holding Company and the Bank will deliver to the Agent
two conformed copies and to its counsel one conformed copy of the Registration Statement, the
Conversion Application and the Holding Company Application, as originally filed and of each
amendment or supplement thereto, including all exhibits.
(f) The Company, the MHC, the Mid-Tier Holding Company and the Bank will furnish to the Agent,
from time to time during the period when the Prospectus (or any later prospectus related to this
Offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of
such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act, and the regulations of the
SEC under the 1934 Act (the “1934 Act Regulations”). The Company authorizes the Agent to use the
Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner
contemplated by the Plan in connection with the sale of the Shares by the Agent.
(g) The Company, the MHC, the Mid-Tier Holding Company and the Bank will comply in all
material respects with any and all material terms, conditions, requirements and provisions with
respect to the Conversion and the transactions contemplated thereby imposed by the Commissioner,
the FDIC, the FRB, the SEC or the Conversion Regulations, and by the 1933 Act, the 1933 Act
Regulations, the 1934 Act and the 1934 Act Regulations to be complied with prior to or subsequent
to the Closing Date and when the Prospectus is required to be delivered, and during such time
period, the Company, the MHC, the Mid-Tier Holding Company and the Bank will comply in all material
respects, at their own expense, with all material requirements imposed upon them by the
Commissioner, the FDIC, the FRB, the SEC or the Conversion Regulations, and by the 1933 Act, the
1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation,
Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to
permit the continuance of sales or dealing in the Shares during such period in accordance with the
provisions hereof and the Prospectus.
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(h) If, at any time during the period when the Prospectus is required to be delivered, any
event relating to or affecting the Company, the MHC, the Mid-Tier Holding Company, the Bank or the
Subsidiaries shall occur, as a result of which it is necessary or appropriate, in the opinion of
counsel of the Company, the MHC, the Mid-Tier Holding Company or in the reasonable opinion of the
Agent’s counsel, to amend or supplement the Registration Statement or Prospectus in order to make
the Registration Statement or Prospectus not misleading in light of the circumstances existing at
the time the Prospectus is delivered, the Company, the MHC, the Mid-Tier Holding Company, and the
Bank will at their own expense, prepare and file with the Commissioner, the FDIC, the FRB, the SEC
and furnish to the Agent a reasonable number of copies of an amendment or amendments of, or a
supplement or supplements to, the Registration Statement or Prospectus (in form and substance
reasonably satisfactory to the Agent and its counsel after a reasonable time for review) which will
amend or supplement the Registration Statement or Prospectus so that as amended or supplemented it
will not contain an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light of the circumstances existing at the time the
Prospectus is delivered to a purchaser, not misleading. For the purpose of this Agreement, the
Company, the MHC, the Mid-Tier Holding Company and the Bank each will timely furnish to the Agent
such information with respect to itself as the Agent may from time to time reasonably request.
(i) The Company, the MHC, the Mid-Tier Holding Company and the Bank will take all necessary
actions in cooperating with the Agent and furnish to whomever the Agent may direct such information
as may be required to qualify or register the Shares for offering and sale by the Company or to
exempt such Shares from registration, or to exempt the Company as a broker-dealer and its officers,
directors and employees as broker-dealers or agents under the applicable securities or blue sky
laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be
sold or as the Agent and the Company, the MHC, the Mid-Tier Holding Company and the Bank may
reasonably agree upon; provided, however, that the Company shall not be obligated to file any
general consent to service of process, to qualify to do business in any jurisdiction in which it is
not so qualified, or to register its directors or officers as brokers, dealers, salesmen or agents
in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or
registered as above provided, the Company will make and file such statements and reports in each
fiscal period as are or may be required by the laws of such jurisdiction.
(j) At the consummation of the Conversion, the Bank and the Company shall duly establish and
maintain the liquidation account for the benefit of Eligible Deposit Account Holders and
Supplemental Eligible Account Holders in accordance with the requirements of the Conversion
Regulations and such Eligible Deposit Account Holders and Supplemental Eligible Account Holders who
continue to maintain their deposit accounts in the Bank will have an inchoate interest in their pro
rata portion of the liquidation account, which shall have a priority superior to that of the
holders of the Shares in the event of a complete liquidation of the Bank or the Company.
(k) The Company and the Bank will not sell or issue, contract to sell or otherwise dispose of,
for a period of 90 days after the Closing Date, without the Agent’s prior written consent, any of
their capital stock, other than in connection with any plan or arrangement described in the
Prospectus.
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(l) The Company shall register its Shares under Section 12(b) of the 1934 Act during the
Offering and shall request that such registration be effective prior to or upon completion of the
Conversion. The Company shall maintain the effectiveness of such registration for not less than
three years or such shorter period as may be required by applicable law and regulations.
(m) During the period during which the Shares are registered under the 1934 Act or for three
(3) years from the date hereof, whichever period is greater, the Company will furnish to its
shareholders after the end of each fiscal year an annual report of the Company in accordance with
the 1934 Act Regulations (including a consolidated balance sheet and consolidated statements of
income, shareholders’ equity and cash flows of the Company and its subsidiaries at the end of and
for such year, certified by independent public accountants in accordance with Regulation S-X under
the 1933 Act and the 1934 Act).
(n) During the period of three years from the date hereof, the Company will furnish to the
Agent: (i) as soon as practicable after such information is publicly available, a copy of each
report of the Company furnished to or filed with the SEC under the 1934 Act or any national
securities exchange or system on which any class of securities of the Company is listed or quoted
(including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and
annual reports to stockholders); provided, however that for purposes of this requirement, documents
filed electronically on the SEC’s Electronic Data Gathering, Analysis and Retrieval (XXXXX) System
shall be deemed to be delivered to the Agent upon filing with the SEC, (ii) a copy of each other
non-confidential report of the Company mailed to its shareholders or filed with the Commissioner,
the FRB, the SEC or any other supervisory or regulatory authority or any national securities
exchange or system on which any class of securities of the Company is listed or quoted, each press
release and material news items and additional documents and information with respect to the
Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other
non-confidential information concerning the Company or the Bank as the Agent may reasonably
request.
(o) The Company and the Bank will use the net proceeds from the sale of the Shares in the
manner set forth in the Prospectus under the caption “How We Intend to Use the Proceeds From the
Offering.”
(p) Other than as permitted by the Conversion Regulations, the HOLA, the 1933 Act, the 1933
Act Regulations and its rules and regulations and the laws of any state in which the Shares are
registered or qualified for sale or exempt from registration, none of the Company, the MHC, the
Mid-Tier Holding Company or the Bank will distribute any prospectus, offering circular or other
offering material in connection with the offer and sale of the Shares.
(q) The Company will use its best efforts to cooperate with the Agent to effect the trading of
the Shares on the Nasdaq Global Select Market on or prior to the Closing Date.
(r) The Bank will maintain appropriate arrangements for depositing all funds received from
persons mailing subscriptions for or orders to purchase Shares in the Subscription Offering and
Community Offering on an interest-bearing basis (all funds received by check will be deposited in a
segregated account at the Bank no later than 12:00 noon on the business day after receipt) as
described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to
the release of the Bank’s obligation to refund payments received from persons subscribing for or
ordering Shares in the Offering in accordance with the Plan and as
23
described in the Prospectus or until refunds of such funds have been made to the persons
entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described
in the Prospectus. The Bank will maintain such records of all funds received to enable the Bank to
make the appropriate refunds of such funds in the event that such refunds are required to be made
in accordance with the Plan and as described in the Prospectus.
(s) The Company will take all necessary action to timely register within ninety (90) days from
the Closing Date as a bank holding company under the BHCA.
(t) The Company, the MHC, the Mid-Tier Holding Company, and the Bank will take such actions
and furnish such information as are reasonably requested by the Agent in order for the Agent to
ensure compliance with FINRA Rule 5130.
(u) None of the Company, the MHC, the Mid-Tier Holding Company or the Bank will amend the Plan
or change the contribution to the Foundation without notifying the Agent prior thereto.
(v) The Company shall assist the Agent, if necessary, in connection with the allocation of the
Shares in the event of an oversubscription and shall provide the Agent with any information
necessary to assist the Company in allocating the Shares in such event and such information shall
be accurate and reliable in all material respects.
(w) Prior to the Closing Date, the Company, the MHC, the Mid-Tier Holding Company, the Bank
and the Subsidiaries will inform the Agent of any event or circumstances of which it is aware as a
result of which the Registration Statement and/or Prospectus, as then amended or supplemented,
would contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not
misleading.
(x) Subsequent to the date the Registration Statement is declared effective by the SEC and
prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set
forth in an amendment or supplement thereto, none of the Company, the MHC, the Mid-Tier Holding
Company or the Bank has or will have: (i) issued any securities (except in connection with the
exercise of a stock option) or incurred any liability or obligation, direct or contingent, for
borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in
the ordinary course of its business, or (ii) entered into any transaction which is material in
light of the business and properties of the Company, the MHC, the Mid-Tier Holding Company and the
Bank, taken as a whole.
Section 6. Payment of Expenses. Whether or not the Conversion is completed or the sale
of the Shares by the Company is consummated, the Company, the MHC, the Mid-Tier Holding Company and
the Bank jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in
connection with all filings related to the Offering with FINRA; (b) any stock issue or transfer
taxes that may be payable with respect to the sale of the Shares; (c) all reasonable expenses of
the Conversion, including but not limited to the Company’s, the MHC’s, the Mid-Tier Holding
Company’s and the Bank’s and the Agent’s attorneys’ fees and expenses (subject to Section 2 of this
Agreement), blue sky fees, transfer agent, registrar and other agent charges, fees relating to
auditing and accounting or other advisors and costs of printing all documents necessary in
connection with the Conversion. In the event the Company is unable to sell a
24
minimum of Shares or the Conversion is terminated or otherwise abandoned, the
Company, the MHC, the Mid-Tier Holding Company and the Bank shall promptly reimburse the Agent in
accordance with Section 2(d) hereof.
Section 7. Conditions to the Agent’s Obligations. The obligations of the Agent
hereunder are subject, to the extent not waived in writing by the Agent, to the condition that all
representations and warranties of the Company, the MHC, the Mid-Tier Holding Company and the Bank
herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true
and correct in all material respects, the condition that the Company, the MHC, the Mid-Tier Holding
Company and the Bank shall have performed in all material respects all of their obligations
hereunder to be performed on or before such dates, and to the following further conditions:
(a) At the Closing Date, the Company, the MHC, the Mid-Tier Holding Company and the Bank shall
have conducted the Conversion, including the contribution to the Foundation, in all material
respects in accordance with the Plan, the Conversion Regulations and all other applicable laws,
regulations, decisions and orders, including all terms, conditions, requirements and provisions
precedent to the Conversion imposed upon them by the Commissioner and the FDIC, the SEC or any
other government authority.
(b) The Registration Statement shall have been declared effective by the SEC and the
Conversion Application approved by the Commissioner and not objected to by the FDIC; and at the
Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have
been issued under the 1933 Act or proceedings therefor initiated or, to the Company’s, the MHC’s,
the Mid-Tier Holding Company’s or the Bank’s knowledge, threatened by the SEC or any state
authority, and no order or other action suspending the authorization of the Prospectus or the
consummation of the Conversion shall have been issued or proceedings therefor initiated or, to the
Company’s, the MHC’s, the Mid-Tier Holding Company’s or the Bank’s knowledge, threatened by the
Commissioner, the FDIC, the FRB the SEC or any other governmental authority.
(c) At the Closing Date, the Agent shall have received:
(1) The favorable opinion, dated as of the Closing Date and addressed to the Agent and for its
benefit, of Xxxxxxxx, Xxxxx & Xxxxxx LLP, special counsel for the Company, the MHC, the Mid-Tier
Holding Company and the Bank, in form and substance to the effect that:
(i) The Company has been duly incorporated and is legally existing as a business corporation
under the laws of the State of Connecticut; the MHC has been duly incorporated and is legally
existing as a nonstock corporation and mutual holding company under the laws of the State of
Connecticut; the Mid-Tier Holding Company has been duly incorporated and is legally existing as a
business corporation and mutual holding company subsidiary holding company under the laws of the
State of Connecticut.
(ii) Each of the Company, the MHC and the Mid-Tier Holding Company has the corporate power and
authority to own, lease and operate their respective properties and to conduct their business as
described in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus.
25
(iii) The Bank is a legally existing Connecticut-chartered savings bank in stock form duly
authorized to conduct its business and own its property as described in the Registration Statement,
the Prospectus and any Permitted Free Writing Prospectus. Upon completion of the Conversion in
accordance with the Plan, all of the capital stock of the Bank to be outstanding upon completion of
the Conversion will be duly authorized and will be validly issued, fully paid and non-assessable
and will be owned by the Company, free and clear of any liens, encumbrances, claims or other
restrictions.
(iv) The Bank is a member of the FHLB-Boston. The deposit accounts of the Bank are insured by
the FDIC up to the maximum amount allowed under law (exclusive of any opt in provisions) , and to
such counsel’s knowledge, no proceedings for the termination or revocation of such insurance are
pending or threatened; the description of the liquidation account as set forth in the Prospectus
under the captions “The Conversion and Offering-Effects of Conversion on Depositors and
Borrowers-Effect on Liquidation Rights” and “-Liquidation Rights” to the extent that such
information constitutes matters of law and legal conclusions, has been reviewed by such counsel and
is accurately described in all material respects.
(v) Immediately following the consummation of the Conversion, the issued and outstanding
Shares of the Company will be within the range set forth in the Prospectus under the caption
“Capitalization,” and except for shares issued in connection with incorporation of the Company, no
Shares have been issued prior to the Closing Date; the Shares subscribed for pursuant to the
Offering have been duly authorized for issuance, and when issued and delivered by the Company
pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and
the Prospectus, will be duly and validly issued and fully paid and non-assessable, except for
Shares purchased by the Tax-Qualified Employee Stock Benefit Plan with funds borrowed from the
Company to the extent payment therefor in cash has not been received by the Company. The issuance
of the Shares is not subject to preemptive rights arising by operation of Connecticut law or
regulation, the Company’s Certificate of Incorporation or pursuant to the regulations of the
Commissioner, FDIC or FRB (except to the extent that subscription rights and priorities thereto
exist pursuant to the Plan), and the terms and provisions of the Shares conform in all material
respects to the description thereof contained in the Prospectus. The form of certificate used to
evidence the Shares complies in all material respects with the requirements of Connecticut General
Corporation Law. Upon the issuance of the Shares, good title to the Shares will be transferred from
the Company to the purchasers thereof against payment therefor, subject to such claims as may be
asserted against the purchasers thereof by third-party claimants.
(vi) The Company, the MHC, the Mid-Tier Holding Company and the Bank have full corporate power
and authority to enter into this Agreement and to consummate the transactions contemplated hereby
and by the Plan, including the contribution to the Foundation. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been duly authorized by
all necessary action on the part of the Company, the MHC, the Mid-Tier Holding Company and the
Bank; and this Agreement is a valid and binding obligation of the Company, the MHC, the Mid-Tier
Holding Company and the Bank, enforceable against the Company, the MHC, the Mid-Tier Holding
Company and the Bank in accordance with its terms, except as the enforceability thereof may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or
other similar laws (including the laws of fraudulent conveyance) or judicial decisions now or
hereafter
26
in effect relating to or affecting the enforcement of creditors’ rights generally, (ii)
general equitable principles, (iii) laws relating to the safety and soundness of insured depository
institutions, and (iv) applicable law or public policy with respect to the indemnification and/or
contribution provisions contained herein, including without limitation the provisions of Sections
23A and 23B of the Federal Reserve Act and except that no opinion need be expressed as to the
effect or availability of equitable remedies or injunctive relief (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(vii) The Conversion Application has been approved by the Commissioner and not objected to by
the FDIC, as applicable, and the Holding Company Application has been approved by the FRB and the
Prospectus and Corporator’s Informational Material have been declared effective and cleared by the
Commissioner and the FDIC, no action has been taken, and to such counsel’s knowledge, is pending,
or is threatened to revoke any such authorization or approval.
(viii) Pursuant to the Conversion Regulations, the Plan and the contribution to the Foundation
have been duly adopted by the required vote of the directors of the Company, the MHC, the Mid-Tier
Holding Company and Bank, approved by the required vote of the Corporators of the MHC and approved
by the requisite vote of the shareholders of the Mid-Tier Holding Company.
(ix) Subject to the satisfaction of the conditions to the Commissioner’s, the FDIC’s and the
FRB’s approval of the Conversion, no further approval, registration, authorization, consent or
other order of any federal or state regulatory agency is required in connection with the execution
and delivery of this Agreement, the issuance of the Shares and the consummation of the Conversion,
including the contribution to the Foundation, except as may be required under the securities or
blue sky laws of various jurisdictions (as to which no opinion need be rendered) and except as may
be required under the rules and regulations of FINRA (as to which no opinion need be rendered).
(x) The Registration Statement is effective under the 1933 Act; any required filing of the
Prospectus and any Permitted Free Writing Prospectus pursuant to Rule 424(b) or Rule 433 has been
made within the time period required by Rule 424(b) or Rule 433, and such counsel has been advised
by the SEC staff that no stop order proceedings with respect thereto have been instituted or, to
the knowledge of such counsel, are pending or threatened under the 0000 Xxx.
(xi) At the time the Conversion Application, including the Prospectus and Corporator’s
Informational Material and Shareholders’ Proxy Statement contained therein, was approved by the
Commissioner, the FDIC and the FRB, the Conversion Application, including the Prospectus and
Corporator’s Informational Material and Shareholders’ Proxy Statement contained therein, complied
as to form in all material respects with the requirements of the Conversion Regulations, the 1934
Act Regulations (other than the Corporator’s Informational Material), federal law and all
applicable rules and regulations promulgated thereunder (other than the financial statements, the
notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to
which no opinion need be rendered), it being understood, however, that in passing upon the
compliance as to form of the Conversion Application, we have assumed that the statements made
therein are correct and complete.
27
(xii) At the time that the Registration Statement became effective, (i) the Registration
Statement (as amended or supplemented, if so amended or supplemented) (other than compliance with
applicable technical standards regarding electronic format or with regard to the financial
statements, the notes thereto, and other tabular, financial, statistical and appraisal data
included therein, as to which no opinion need be rendered), complied as to form in all material
respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (ii) the
Prospectus (other than the financial statements, the notes thereto, and other tabular, financial,
statistical and appraisal data included therein, as to which no opinion need be rendered) complied
as to form in all material respects with the requirements of the 1933 Act, the 1933 Act
Regulations, the Conversion Regulations and applicable federal law.
(xiii) To such counsel’s knowledge, no action, suit or proceeding at law or in equity is
pending or threatened in writing against or affecting any of the Company, the MHC, the Mid-Tier
Holding Company or the Bank or any of their properties before or by any court or governmental
official, commission, board or other administrative agency, authority or body, or any arbitrator,
wherein an unfavorable decision, ruling or finding would have a material adverse effect on the
ability of the Company, the MHC, the Mid-Tier Holding Company or the Bank to consummate the
transactions contemplated by this Agreement or which is required to be disclosed in the
Registration Statement or the Prospectus and is not so disclosed.
(xiv) To such counsel’s knowledge, there are no material contracts, indentures, mortgages,
loan agreements, notes, leases or other instruments required to be described or referred to in the
Conversion Application, the Registration Statement or the Prospectus or required to be filed as
exhibits thereto other than those described or referred to therein or filed as exhibits thereto in
the Conversion Application, the Registration Statement or the Prospectus. The description in the
Conversion Application, the Registration Statement and the Prospectus of such documents and
exhibits is accurate in all material respects and fairly presents the information required to be
shown.
(xv) The Plan complies in all material respects with all applicable laws, rules, regulations,
decisions and orders including, but not limited to, the Conversion Regulations; and, to such
counsel’s knowledge, no person has sought to obtain regulatory or judicial review of the final
action of the Commissioner, the FDIC or the FRB on the Plan, the Conversion Application, the
Holding Company Application or the Prospectus.
(xvi) The execution and delivery of this Agreement, the incurrence of the obligations herein
set forth and the consummation of the transactions contemplated herein do not (a) conflict with or
constitute a breach of, or default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company, the MHC, the Mid-Tier Holding
Company or the Bank pursuant to any material contract, indenture, mortgage, loan agreement, note,
lease or other instrument to which the Company, the MHC, the Mid-Tier Holding Company or the Bank
is a party that is filed as an exhibit to the Registration Statement (other than the establishment
of the liquidation accounts), (b) result in any violation of the provisions of the Certificate of
Incorporation or Bylaws of the Company or the Certificate of Incorporation or the Bylaws of the
MHC, the Mid-Tier Holding Company or the Bank or, (c) result in any violation of any applicable
federal or Connecticut law, act, regulation (except that no opinion with respect to the securities
and blue sky laws of various jurisdictions or the rules or regulations of FINRA and/or Nasdaq
Global Select Market need be rendered) or order or court order, writ, injunction or decree.
28
(xvii) SBR Mortgage Company, SBR Investment Corp., Inc., Rockville Financial Services, Inc.,
Rockville Bank Commercial Properties, Inc., Rockville Bank Residential Properties, Inc. and
Rockville Bank Mortgage, Inc. are validly existing as corporations under the laws of the State of
Connecticut, and have the power and authority to own, lease and operate their properties and to
conduct their businesses as described in the Prospectus; the activities of SBR Mortgage Company,
SBR Investment Corp., Inc., Rockville Financial Services, Inc., Rockville Bank Commercial
Properties, Inc., Rockville Bank Residential Properties, Inc. and Rockville Bank Mortgage, Inc. as
described in the Prospectus are permitted to subsidiaries of a Connecticut chartered savings bank
under the laws of the State of Connecticut; all of the issued and outstanding shares of common
stock of SBR Mortgage Company, SBR Investment Corp., Inc., Rockville Financial Services, Inc.,
Rockville Bank Commercial Properties, Inc., Rockville Bank Residential Properties, Inc. and
Rockville Bank Mortgage, Inc. are owned beneficially and of record by the Bank free and clear of
any security interest, mortgage, pledge, lien or encumbrance.
(xviii) The Foundation has been duly incorporated and is validly existing as a non-stock
corporation under the laws of the State of Connecticut with corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the Prospectus; no
approvals are required for the contribution to the Foundation as described in the Prospectus other
than those set forth in the approval order of the Commissioner dated , 2010 and the
nonobjection of the FDIC dated , 2010.
(xix) The information in the Prospectus under the captions “Our Dividend Policy” “Supervision
and Regulation,” “Taxation,” “The Conversion and Offering,” “Restrictions on Acquisition of New
Rockville Financial” and “Description of Capital Stock of New Rockville Financial Following The
Conversion” to the extent that such information constitutes matters of law, summaries of legal
matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is
correct in all material respects. The description of the Conversion process in the Prospectus under
the caption “The Conversion and Offering” to the extent that such information constitutes matters
of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been
reviewed by such counsel and fairly describes such process in all material respects. The
descriptions in the Prospectus of statutes or regulations are accurate summaries and fairly present
the information required to be shown. The information under the caption “The Conversion and
Offering — Material Income Tax Consequences” has been reviewed by such counsel and fairly describes
the opinions rendered by them to the Company, the MHC, the Mid-Tier Holding Company and the Bank
with respect to such matters.
In giving such opinion, such counsel may rely as to all matters of fact on certificates of
officers or directors of the Company, the MHC, the Mid-Tier Holding Company and the Bank and
certificates of public officials. Such counsel’s opinion need refer only to matters of federal law,
the laws of the State of Connecticut and, with respect to enforceability of this Agreement, New
York law. For purposes of such opinion, no proceedings shall be deemed to be pending, no order or
stop order shall be deemed to be issued, and no action shall be deemed to be instituted unless, in
each case, a director or executive officer of either of the Company, the MHC, the Mid-Tier Holding
Company or the Bank shall have received a copy of such proceedings, order, stop order or action. In
addition, such opinion may be limited to present
29
statutes, regulations and judicial interpretations and to facts as they presently exist; in
rendering such opinion, such counsel need assume no obligation to revise or supplement it should
the present laws be changed by legislative or regulatory action, judicial decision or otherwise;
and such counsel need express no view, opinion or belief with respect to whether any proposed or
pending legislation, if enacted, or any proposed or pending regulations or policy statements issued
by any regulatory agency, whether or not promulgated pursuant to any such legislation, would affect
the validity of the Conversion or any aspect thereof. Such counsel may assume that any agreement is
the valid and binding obligation of any parties to such agreement other than each of the Company,
the MHC, the Mid-Tier Holding Company or the Bank.
In addition, such counsel shall state in a separate letter that during the preparation of the
Registration Statement, the Prospectus and the Shareholders’ Proxy Statement, they participated in
conferences with certain officers of, the independent public and internal accountants for, and
other representatives of, the Company, the MHC, the Mid-Tier Holding Company and the Bank, at which
conferences the contents of the Registration Statement, the Prospectus, any Permitted Free Writing
Prospectus and the Shareholders’ Proxy Statement, and related matters were discussed and, while
such counsel have not confirmed the accuracy or completeness of or otherwise verified the factual
information contained in the Registration Statement, the Prospectus, any Permitted Free Writing
Prospectus or the Shareholders’ Proxy Statement, and do not assume any responsibility for such
information, based upon such conferences and a review of documents deemed relevant for the purpose
of rendering their opinion (relying as to materiality as to factual matters on certificates of
officers and other factual representations by the Company, the MHC, the Mid-Tier Holding Company
and the Bank), nothing has come to their attention that would lead them to believe that: (i) the
Registration Statement, or any amendment or supplement thereto (other than the financial
statements, the notes thereto, and other tabular, financial, statistical and appraisal data
included therein as to which no view need be rendered) contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;
or (ii) the Prospectus, any Permitted Free Writing Prospectus or the Shareholders’ Proxy Statement,
or any amendment or supplement thereto (other than the financial statements, the notes thereto, and
other tabular, financial, statistical and appraisal data included therein as to which no view need
be rendered) includes an untrue statement of material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(d) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer
and the Chief Financial Officer of each of the Company, the MHC, the Mid-Tier Holding Company and
the Bank in form and substance reasonably satisfactory to the Agent’s Counsel, dated as of such
Closing Date, to the effect that: (i) they have carefully reviewed the Prospectus, the Corporator’s
Informational Material and the Shareholders’ Proxy Statement, and, in their opinion, at the time
the Prospectus, the Corporator’s Informational Material and the Shareholders’ Proxy Statement
became cleared and/or declared effective the Prospectus and the Corporator’s Informational Material
and the Shareholders’ Proxy Statement did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; (ii) since the date the Prospectus was
declared effective, no event has occurred which should have been set forth in an amendment or
supplement to the Prospectus which has not been so set
30
forth, including specifically, but without limitation, any material adverse change in the
condition, financial or otherwise, or in the earnings, capital, properties or business of the
Company, the MHC, the Mid-Tier Holding Company or the Bank considered as one enterprise; (iii)
since the respective dates as of which information is given in the Registration Statement and the
Prospectus, there has been no material adverse change in the condition, financial or otherwise, or
in the earnings, capital or properties of the Company, the MHC, the Mid-Tier Holding Company and
the Bank considered as one enterprise, whether or not arising in the ordinary course of business;
(iv) the representations and warranties in Section 4 are true and correct with the same force and
effect as though expressly made at and as of the Closing Date; (v) the Company, the MHC, the
Mid-Tier Holding Company and the Bank have complied in all material respects with all agreements
and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing
Date and will comply in all material respects with all obligations to be satisfied by them after
the Conversion; (vi) no stop order suspending the effectiveness of the Registration Statement has
been initiated or, to the knowledge of the Company, the MHC, the Mid-Tier Holding Company or the
Bank, threatened by the SEC; (vii) no order suspending the Offering, the Conversion, the
acquisition of all of the outstanding capital stock of the Bank by the Company or the effectiveness
of the Prospectus has been issued and no proceedings for that purpose are pending or, to the
knowledge of the Company, the MHC, the Mid-Tier Holding Company or the Bank, threatened by the
Commissioner, the FDIC, the FRB or any other governmental authority; and (viii) to the knowledge of
the Company, the MHC, the Mid-Tier Holding Company and the Bank, no person has sought to obtain
review of the final action of the Commissioner approving the Plan, the FDIC non-objection to the
Plan or the FRB approving the Holding Company Application.
(e) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall
have been no material adverse change in the condition, financial or otherwise, or in the earnings
or business of the Company, the MHC, the Mid-Tier Holding Company and the Bank considered as one
enterprise, from that as of the latest dates as of which such condition is set forth in the
Prospectus, other than transactions referred to or contemplated therein; (ii) the Company, the MHC,
the Mid-Tier Holding Company or the Bank shall not have received from the Commissioner any
direction (oral or written) to make any material change in the method of conducting their business
with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or
which materially and adversely would affect the business, operations or financial condition or
income of the Company, the MHC, the Mid-Tier Holding Company and the Bank taken as a whole; (iii)
none of the Company, the MHC, the Mid-Tier Holding Company or the Bank shall have been in default
(nor shall an event have occurred which, with notice or lapse of time or both, would constitute a
default) under any provision of any agreement or instrument relating to any outstanding
indebtedness; (iv) no action, suit or proceeding, at law or in equity or before or by any federal
or state commission, board or other administrative agency, shall be pending or, to the knowledge of
the Company, the MHC, the Mid-Tier Holding Company or the Bank, threatened against the Company, the
MHC, the Mid-Tier Holding Company or the Bank or affecting any of their properties wherein an
unfavorable decision, ruling or finding would materially and adversely affect the business,
operations, financial condition or income of the Company, the MHC, the Mid-Tier Holding Company and
the Bank taken as a whole; and (v) the Shares shall have been qualified or registered for offering
and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the
Agent shall have reasonably requested and as agreed to by the Company, the MHC, the Mid-Tier
Holding Company and the Bank.
31
(f) Concurrently with the execution of this Agreement, the Agent shall receive a letter from
Wolf & Company, P.C., dated as of the date of the Prospectus and addressed to the Agent: (i)
confirming that Wolf & Company, P.C. is a firm of independent registered public accountants within
the meaning of Rule 101 of the Code of Professional Ethics of the American Institute of Certified
Public Accountants and applicable regulations of the SEC and stating in effect that in their
opinion the consolidated financial statements, schedules and related notes of the Mid-Tier Holding
Company and the Bank as of December 31, 2009, 2008 and 2007 and for each of the three years in the
period ended December 31, 2009, included in the Prospectus and/or covered by their opinion included
therein, comply as to form in all material respects with the applicable accounting requirements and
related published rules and regulations of the 1933 Act; (ii) stating in effect that, on the basis
of certain agreed upon procedures (but not an audit in accordance with generally accepted auditing
standards) consisting of a reading of the latest available unaudited interim financial statements
of the Mid-Tier Holding Company and the Bank prepared by the Mid-Tier Holding Company and the Bank,
a reading of the minutes of the meetings of the Boards of Directors of the Mid-Tier Holding Company
and the Bank and consultations with officers of the MHC, the Mid-Tier Holding Company and the Bank
responsible for financial and accounting matters, nothing came to their attention which caused them
to believe that: (A) the unaudited financial statements included in the Prospectus are not in
conformity with the 1933 Act, and generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements included in the Prospectus;
or (B) during the period from the date of the latest unaudited financial statements included in the
Prospectus to a specified date not more than three business days prior to the date of the
Prospectus, except as has been described in the Prospectus, there was any increase in liabilities,
other than normal deposit fluctuations or non-accrual loans, of the Mid-Tier Holding Company and
the Bank, on a consolidated basis; or (C) there was any decrease in the net assets, shareholders’
equity or allowance for loan losses of the Mid-Tier Holding Company and the Bank, on a consolidated
basis as compared with amounts shown in the latest unaudited balance sheets included in the
Prospectus or there was any decrease in net income or net interest income or increase in
non-interest expense of the Mid-Tier Holding Company and the Bank, on a consolidated basis, in each
case for the number of full months commencing immediately after the period covered by the latest
audited balance sheet and income statement included in the Prospectus and ended on the latest month
end prior to the date of the Prospectus as compared to the corresponding period in the preceding
year; and (iii) stating that, in addition to the audit referred to in their opinion included in the
Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (f),
they have compared with the general accounting records of the Mid-Tier Holding Company and the
Bank, which are subject to the internal controls of the Mid-Tier Holding Company and the Bank, the
accounting system and other data prepared by the Mid-Tier Holding Company and the Bank, directly
from such accounting records, to the extent specified in such letter, such amounts and/or
percentages set forth in the Prospectus as the Agent may reasonably request, and they have found
such amounts and percentages to be in agreement therewith.
In addition, with regard to any Issuer Represented General Free Writing Prospectus, Xxxxx &
Company, P.C. shall provide a letter stating that they have compared with the general
accounting records of the Mid-Tier Holding Company and the Bank, which are subject to the internal
controls of the Mid-Tier Holding Company and the Bank, the accounting system and other data
prepared by the Mid-Tier Holding Company and the Bank, directly from such accounting records, to
the extent specified in such letter, such amounts and/or percentages
32
set forth in the Issuer Represented General Free Writing Prospectus as the Agent may
reasonably request, and they have found such amounts and percentages to be in agreement therewith.
(g) The “lock-up” agreements, each substantially in the form of Exhibit B hereto,
between KBW and the persons set forth on Exhibit C hereto, relating to sales and certain
other dispositions of shares of Common Stock, Mid-Tier Company Common Stock or certain other
securities, shall be delivered to KBW on or before the date hereof and shall be in full force and
effect at the Closing Time.
(h) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to
the Agent, confirming the statements made by Wolf & Company, P.C. in the letter delivered by it
pursuant to subsection (f) of this Section 7, the “specified date” referred to in clause (ii) of
subsection (f) to be a date specified in the letter required by this subsection (g) which for
purposes of such letter shall not be more than three business days prior to the Closing Date.
(i) At the Closing Date, the Agent shall receive a letter from RP Financial, LC., dated the
Closing Date and addressed to the Agent (i) confirming that said firm is independent of the
Company, the MHC, the Mid-Tier Holding Company and the Bank and is experienced and expert in the
area of corporate appraisals within the meaning of the Conversion Regulations, (ii) stating in
effect that the Appraisal prepared by such firm complies in all material respects with the
applicable requirements of the Conversion Regulations, and (iii) further stating that its opinion
of the aggregate pro forma market value of the Company expressed in its Appraisal, as most recently
updated, remains in effect.
(j) The Company, the MHC, the Mid-Tier Holding Company and the Bank shall not have sustained
since the date of the latest financial statements included in the Prospectus any material loss or
interference with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Registration Statement and Prospectus and since
the respective dates as of which information is given in the Registration Statement and Prospectus,
there shall not have been any change in the long-term debt of the Company, the MHC, the Mid-Tier
Holding Company or the Bank other than debt incurred in relation to the purchase of Shares by the
Bank’s eligible plans, or any change, or any development involving a prospective change, in or
affecting the general affairs, management, financial position, shareholders’ equity or results of
operations of the Company, the MHC, the Mid-Tier Holding Company or the Bank, otherwise than as set
forth or contemplated in the Registration Statement and Prospectus, the effect of which, in any
such case described above, is in the Agent’s reasonable judgment sufficiently material and adverse
as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the
Shares on the terms and in the manner contemplated in the Prospectus.
(k) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from
the Commissioner approving and the FDIC not objecting to the Conversion Application and declaring
effective the Prospectus; (ii) the letter of the FRB approving the Holding Company Application;
(iii) a copy of the order from the SEC declaring the Registration Statement effective, if
available; (iv) a certificate of legal existence from the State of Connecticut evidencing the good
standing of the Company; (v) a certificate from the Banking Commissioner and the FRB evidencing the
registration of the MHC and the Mid-Tier Holding Company as
33
bank holding companies; (vi) certificates of legal existence from the State of Connecticut
evidencing the good standing of the MHC and the Mid-Tier Holding Company; (vii) a certificate of
corporate existence from the Secretary of the State of Connecticut evidencing the corporate
existence of the Bank; (viii) a certificate from the FDIC evidencing the Bank’s insurance of
accounts; (ix) a certificate from the FHLB-Boston evidencing the Bank’s membership therein; (x) a
copy of the letters from the Commissioner and the FRB approving the Company’s Holding Company
Application; (xi) a certified copy of each of the Company’s, the MHC’s, the Mid-Tier Holding
Company’s and the Bank’s Certificates of Incorporation and Bylaws and (xii) any other documents
that the Agent shall reasonably request.
(l) Subsequent to the date hereof, there shall not have occurred any of the following: (i) a
suspension or limitation (other than a temporary suspension or limitation lasting for less than a
single trading day) in trading in securities generally on the New York Stock Exchange, American
Stock Exchange or in the over-the-counter market, or quotations halted generally on the Nasdaq
Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for
prices for securities have been required by either of such exchanges or FINRA or by order of the
SEC or any other governmental authority; (ii) a general moratorium on the operations of commercial
banks, or federal savings institutions or a general moratorium on the withdrawal of deposits from
commercial banks or federal savings institutions declared by federal or state authorities; (iii)
the engagement by the United States in hostilities which have resulted in the declaration by the
U.S. Congress, on or after the date hereof, of a national emergency or war; or (iv) a material
decline in the price of equity or debt securities if the effect of such a declaration or decline,
in the Agent’s reasonable judgment, makes it impracticable or inadvisable to proceed with the
Offering or the delivery of the Shares on the terms and in the manner contemplated in the
Registration Statement and the Prospectus.
(m) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such
documents and opinions as they may reasonably require for the purpose of enabling them to pass upon
the sale of the Shares as herein contemplated and related proceedings or in order to evidence the
occurrence or completeness of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company, the MHC, the
Mid-Tier Holding Company or the Bank in connection with the Conversion and the sale of the Shares
as herein contemplated shall be satisfactory in form and substance in the reasonable judgment of
the Agent and its counsel.
Section 8. Indemnification.
(a) The Company, the MHC, the Mid-Tier Holding Company and the Bank jointly and severally
agree to indemnify and hold harmless the Agent, its officers and directors, employees and agents,
and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense
whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent
or any of them may suffer or to which the Agent and any such persons may become subject under all
applicable federal or state laws or otherwise, and to promptly reimburse the Agent and any such
persons upon written demand for any expenses (including reasonable fees and out-of-pocket expenses
and disbursements of counsel with such fees and disbursements limited to those of one firm)
incurred by the Agent or any of them in connection with investigating, preparing to defend or
defending any actions, proceedings or claims (whether commenced or threatened) to the extent such
losses, claims, damages, liabilities or actions:
34
(i) arise out of or are related to the Conversion or any action taken by the Agent where acting as
agent of the Company, the MHC, the Mid-Tier Holding Company and the Bank; (ii) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment or supplement thereto), the preliminary or final
Prospectus (or any amendment or supplement thereto), the Conversion Application (or any amendment
or supplement thereto), the Holding Company Application or any instrument or document executed by
the Company, the MHC, the Mid-Tier Holding Company or the Bank or based upon written information
supplied by the Company, the MHC, the Mid-Tier Holding Company or the Bank filed in any state or
jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or
provided to any state or jurisdiction to exempt the Company as a broker-dealer or its officers,
directors and employees as broker-dealers or agent, under the securities laws thereof
(collectively, the “Blue Sky Application”), or any document, advertisement, oral statement or
communication (“Sales Information”) prepared, made or executed by or on behalf of the Company, the
MHC, the Mid-Tier Holding Company or the Bank with their consent or based upon written or oral
information furnished by or on behalf of the Company, the MHC, the Mid-Tier Holding Company or the
Bank, in order to qualify or register the Shares or to claim an exemption therefrom under the
securities laws thereof; (iii) arise out of or are based upon the omission or alleged omission to
state in any of the foregoing documents or information a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading; or (iv) arise from any theory of liability whatsoever relating to or
arising from or based upon the Registration Statement (or any amendment or supplement thereto), the
preliminary or final Prospectus (or any amendment or supplement thereto), the Conversion
Application, including the Corporator’s Informational Material and the Shareholders’ Proxy
Statement, (or any amendment or supplement thereto), any Blue Sky Application or Sales Information
or other documentation distributed in connection with the Conversion; provided, however, that no
indemnification is required under this paragraph (a) to the extent such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue material statement or alleged
untrue material statement in, or material omission or alleged material omission from, the
Registration Statement (or any amendment or supplement thereto), the preliminary or final
Prospectus (or any amendment or supplement thereto), the Conversion Application, any Blue Sky
Application or Sales Information made in reliance upon and in conformity with information furnished
in writing to the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Agent or its
counsel regarding the Agent, provided, that it is agreed and understood that the only information
furnished in writing to the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Agent
regarding the Agent is set forth in the Prospectus in the second and sixth paragraphs under the
caption “The Conversion and Offering — Plan of Distribution; Selling Agent Compensation;” and,
provided further, that the Company, the MHC, the Mid-Tier Holding Company and the Bank
shall not be liable under clause (i) of the foregoing indemnification provision to the extent that
any loss, claim, damage, liability or action is found in a final judgment by a court of competent
jurisdiction to have resulted from the Agent’s bad faith, willful misconduct or gross negligence.
Notwithstanding anything to the contrary in this Agreement, the Company, the MHC, the
Mid-Tier
Holding Company and/or the Bank shall not provide any indemnification under this Agreement to the
extent prohibited by applicable law, rule, order or directive by the Commissioner, the FDIC, the
FRB or the SEC.
35
(b) The Agent agrees to indemnify and hold harmless the Company, the Mid-Tier Holding Company,
the MHC and the Bank, their directors and officers and each person, if any,
who controls the Company or the Bank within the meaning of Section 15 of the 1933 Act or
Section 20(a) of the 1934 Act against any and all loss, liability, claim, damage or expense
whatsoever (including but not limited to settlement expenses), joint or several, which they, or any
of them, may suffer or to which they, or any of them may become subject under all applicable
federal and state laws or otherwise, and to promptly reimburse the Company, the Mid-Tier Holding
Company, the MHC, the Bank, and any such persons upon written demand for any expenses (including
reasonable fees and out-of-pocket expenses and disbursements of counsel with such fees and
disbursements limited to those of one firm) incurred by them, as incurred, or any of them, in
connection with investigating, preparing to defend or defending any actions, proceedings or claims
(whether commenced or threatened) to the extent such losses, claims, damages, liabilities or
actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement (or any amendment or supplement thereto), the
Conversion Application (or any amendment or supplement thereto), the preliminary or final
Prospectus (or any amendment or supplement thereto), any Blue Sky Application or Sales Information,
(ii) are based upon the omission or alleged omission to state in any of the foregoing documents a
material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or (iii) arise from any
theory of liability whatsoever relating to or arising from or based upon the Registration Statement
(or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or
supplement thereto), the Conversion Application (or any amendment or supplement thereto), or any
Blue Sky Application or Sales Information or other documentation distributed in connection with the
Conversion; provided, however, that the Agent’s obligations under this Section 8(b) shall exist
only if and only to the extent that such untrue statement or alleged untrue statement was made in,
or such material fact or alleged material fact was omitted from, the Registration Statement (or any
amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or
supplement thereto), the Conversion Application (or any amendment or supplement thereto), any Blue
Sky Application or Sales Information in reliance upon and in conformity with information furnished
in writing to the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Agent or its
counsel regarding the Agent, provided, that it is agreed and understood that the only information
furnished in writing to the Company, the MHC, the Mid-Tier Holding Company or the Bank by the Agent
regarding the Agent is set forth in the Prospectus in the second and sixth paragraphs under
the caption “The Conversion and Offering — Plan of Distribution; Selling Agent Compensation.”
(c) Each indemnified party shall give prompt written notice to each indemnifying party of any
action, proceeding, claim (whether commenced or threatened), or suit instituted against it in
respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party
shall not relieve it from any liability which it may have on account of this Section 8 or
otherwise. An indemnifying party may participate at its own expense in the defense of such action.
In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties receiving such notice, may assume defense of
such action with counsel chosen by it and approved by the indemnified parties that are defendants
in such action, unless such indemnified parties reasonably object to such assumption on the ground
that there may be legal defenses available to them that are different from or in addition to those
available to such indemnifying party. If an indemnifying party
36
assumes the defense of such action,
the indemnifying parties shall not be liable for any fees and expenses of counsel for the
indemnified parties incurred thereafter in connection with such
action, proceeding or claim, other than reasonable costs of investigation. In no event shall
the indemnifying parties be liable for the fees and expenses of more than one separate firm of
attorneys (and any special counsel that said firm may retain) for each indemnified party in
connection with any one action, proceeding or claim or separate but similar or related actions,
proceedings or claims in the same jurisdiction arising out of the same general allegations or
circumstances.
(d) The agreements contained in this Section 8 and in Section 9 hereof and the representations
and warranties of the Company, the MHC, the Mid-Tier Holding Company and the Bank set forth in this
Agreement shall remain operative and in full force and effect regardless of: (i) any investigation
made by or on behalf of the Agent or its officers, directors or controlling persons, agent or
employees or by or on behalf of the Company, the MHC, the Mid-Tier Holding Company or the Bank or
any officers, directors, trustees or controlling persons, agent or employees of the Company, the
MHC, the Mid-Tier Holding Company or the Bank; (ii) delivery of and payment hereunder for the
Shares; or (iii) any termination of this Agreement.
Section 9. Contribution. In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in Section 8 is due in accordance with its
terms but is for any reason held by a court to be unavailable from the Company, the MHC, the
Mid-Tier Holding Company, the Bank or the Agent, the Company, the MHC, the Mid-Tier Holding
Company, the Bank and the Agent shall contribute to the aggregate losses, claims, damages and
liabilities (including any investigation, legal and other expenses incurred in connection with, and
any amount paid in settlement of, any action, suit or proceeding, but after deducting any
contribution received by the Company, the MHC, the Mid-Tier Holding Company, the Bank or the Agent
from persons other than the other parties thereto, who may also be liable for contribution) in such
proportion so that the Agent is responsible for that portion represented by the percentage that the
fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to
the gross proceeds received by the Company from the sale of the Shares in the Offering, and the
Company, the MHC, the Mid-Tier Holding Company and the Bank shall be responsible for the balance.
If, however, the allocation provided above is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such indemnified party in
such proportion as is appropriate to reflect not only such relative fault of the Company, the MHC,
the Mid-Tier Holding Company and the Bank on the one hand and the Agent on the other in connection
with the statements or omissions which resulted in such losses, claims, damages or liabilities (or
actions, proceedings or claims in respect thereto), but also the relative benefits received by the
Company, the MHC, the Mid-Tier Holding Company and the Bank on the one hand and the Agent on the
other from the Offering (before deducting expenses). The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the
Company, the MHC, the Mid-Tier Holding Company and/or the Bank on the one hand or the Agent on the
other and the parties’ relative intent, good faith, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Agent agree that it would not be just and equitable if
contribution pursuant to this Section 9 were determined by pro-rata allocation or by any other
method of allocation which does not take into account the equitable considerations referred to
37
above in this Section 9. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof)
referred to above in this Section 9 shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any
loss, liability, claim, damage or expense or be required to contribute any amount pursuant to
Section 8(b) or this Section 9 which in the aggregate exceeds the amount paid (excluding
reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated
limitation on the Agent’s liability is essential to the Agent and that the Agent would not have
entered into this Agreement if such limitation had not been agreed to by the parties to this
Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of
Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not found
guilty of such fraudulent misrepresentation. The obligations of the Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Agent under this Section 9 and under Section 8 shall be in
addition to any liability which the Company, the MHC, the Mid-Tier Holding Company, the Bank and
the Agent may otherwise have. For purposes of this Section 9, each of the Agent’s, the Company’s,
the MHC’s, the Mid-Tier Holding Company’s or the Bank’s officers and directors and each person, if
any, who controls the Agent or the Company, the MHC, the Mid-Tier Holding Company or the Bank
within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as
the Agent, the Company, the MHC, the Mid-Tier Holding Company or the Bank. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action, suit, claim or
proceeding against such party in respect of which a claim for contribution may be made against
another party under this Section 9, will notify such party from whom contribution may be sought,
but the omission to so notify such party shall not relieve the party from whom contribution may be
sought from any other obligation it may have hereunder or otherwise than under this Section 9.
Notwithstanding anything to the contrary in this Agreement, the Company, the MHC, the Mid-Tier
Holding Company and/or the Bank shall not provide any contribution under this Agreement to the
extent prohibited by applicable law, rule, order or directive by the OTS, the SEC or the IDFPR.
Section 10. Survival of Agreements, Representations and Indemnities. The respective
indemnities of the Company, the MHC, the Mid-Tier Holding Company, the Bank and the Agent and the
representations and warranties and other statements of the Company, the MHC, the Mid-Tier Holding
Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in
full force and effect, regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of the Agent, the Company, the MHC, the Mid-Tier Holding
Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the
issuance of the Shares, and any successor or assign of the Agent, the Company, the MHC, the
Mid-Tier Holding Company, the Bank, and any such controlling person shall be entitled to the
benefit of the respective agreements, indemnities, warranties and representations.
Section 11. Termination. The Agent may terminate this Agreement by giving the notice
indicated below in this Section 11 at any time after this Agreement becomes effective as follows:
(a) In the event the Company fails to sell the required minimum number of the Shares by
, 2010, and in accordance with the provisions of the Plan or as required by the
Conversion Regulations, and applicable law, this Agreement shall terminate upon
38
refund by the
Company to each person who has subscribed for or ordered any of the Shares the full amount which it
may have received from such person, together with interest as provided in
the Prospectus, and no party to this Agreement shall have any obligation to the other
hereunder, except as set forth in Sections 2(a), 6, 8 and 9 hereof.
(b) If any of the conditions specified in Section 7 shall not have been fulfilled when and as
required by this Agreement, unless waived in writing, or by the Closing Date, this Agreement and
all of the Agent’s obligations hereunder may be canceled by the Agent by notifying the Company, the
MHC, the Mid-Tier Holding Company and the Bank of such cancellation in writing or by telegram at
any time at or prior to the Closing Date, and any such cancellation shall be without liability of
any party to any other party except as otherwise provided in Sections 2(a), 6, 8 and 9 hereof.
(c) In the event one of the Company, the MHC, the Mid-Tier Holding Company or the Bank is in
material breach of the representations and warranties or covenants contained in Sections 4 and 5
and such breach has not been cured after the Agent has provided the Company, the MHC, the Mid-Tier
Holding Company and the Bank with notice of such breach and provided a reasonable amount of time to
cure.
If the Agent elects to terminate this Agreement as provided in this Section, the Company, the
MHC and the Mid-Tier Holding Company and the Bank shall be notified promptly by telephone or
telegram, confirmed by letter.
The Company, the MHC, the Mid-Tier Holding Company and the Bank may terminate this Agreement
in the event the Agent is in material breach of the representations and warranties or covenants
contained in Section 5 and such breach has not been cured after the Company, the MHC, the Mid-Tier
Holding Company and the Bank have provided the Agent with notice of such breach and provided a
reasonable amount of time to cure.
This Agreement may also be terminated by mutual written consent of the parties hereto.
Section 12. Notices. All communications hereunder, except as herein otherwise
specifically provided, shall be in writing and if sent to the Agent shall be mailed, delivered or
telegraphed and confirmed to Xxxxx, Xxxxxxxx & Xxxxx, Inc., 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxx (with a copy to Silver, Xxxxxxxx & Taff, L.L.P.,
Attention: Xxxx X. Xxxxxxxx, P.C.), and, if sent to the Company, the MHC, the Mid-Tier Holding
Company and the Bank, shall be mailed, delivered or telegraphed and confirmed to the Company, the
MHC, the Mid-Tier Holding Company and the Bank at Rockville Financial, Inc., 00 Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000 (with a copy to Xxxxxxxx, Xxxxx & Xxxxxx LLP, Attention: Xxxxxxx
Xxxxxx, Esq.).
Section 13. Parties. The Company, the MHC, the Mid-Tier Holding Company and the Bank
shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly
given on behalf of the Agent when the same shall have been given by the undersigned. The Agent
shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly
given on behalf of the Company, the MHC, the Mid-Tier Holding Company or the Bank, when the same
shall have been given by the undersigned or any other officer of the Company, the MHC, the Mid-Tier
Holding Company or the Bank. This Agreement shall inure solely to the benefit of, and shall be
binding upon, the Agent, the Company, the
39
MHC, the Mid-Tier Holding Company, the Bank, and their
respective successors and assigns, and no other person shall have or be construed to have any legal
or equitable right, remedy or
claim under or in respect of or by virtue of this Agreement or any provision herein contained.
It is understood and agreed that this Agreement is the exclusive agreement among the parties
hereto, and supersedes any prior agreement among the parties (except for specific references to the
letter agreement with the Agent) and may not be varied except in writing signed by all the parties.
Section 14. Closing. The closing for the sale of the Shares shall take place on the
Closing Date at such location as mutually agreed upon by the Agent and the Company, the MHC, the
Mid-Tier Holding Company and the Bank. At the closing, the Company, the MHC, the Mid-Tier Holding
Company and the Bank shall deliver to the Agent in immediately available funds the commissions,
fees and expenses due and owing to the Agent as set forth in Sections 2 and 6 hereof and the
opinions and certificates required hereby and other documents deemed reasonably necessary by the
Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby and
pursuant to the terms of the Prospectus.
Section 15. Partial Invalidity. In the event that any term, provision or covenant
herein or the application thereof to any circumstance or situation shall be invalid or
unenforceable, in whole or in part, the remainder hereof and the application of said term,
provision or covenant to any other circumstances or situation shall not be affected thereby, and
each term, provision or covenant herein shall be valid and enforceable to the full extent permitted
by law.
Section 16. Construction. This Agreement shall be construed in accordance with the
laws of the State of New York.
Section 17. Counterparts. This Agreement may be executed in separate counterparts,
each of which so executed and delivered shall be an original, but all of which together shall
constitute but one and the same instrument.
40
If the foregoing correctly sets forth the arrangement among the Company, the MHC, the Mid-Tier
Holding Company, the Bank and the Agent, please indicate acceptance thereof in the space provided
below for that purpose, whereupon this letter and the Agent’s acceptance shall constitute a binding
agreement.
Very truly yours,
Rockville Financial MHC
|
Rockville Financial, Inc. | |||
(a Connecticut corporation)
|
(a Connecticut corporation) | |||
By Its Authorized
|
By Its Authorized | |||
Representative:
|
Representative: | |||
Xxxxxxx X. XxXxxx
|
Xxxxxxx X. XxXxxx | |||
President and Chief Executive Officer
|
President and Chief Executive Officer | |||
Rockville Bank
|
Rockville Financial New, Inc. | |||
(a Connecticut savings bank)
|
(a Connecticut corporation) | |||
By Its Authorized
|
By Its Authorized | |||
Representative:
|
Representative: | |||
Xxxxxxx X. XxXxxx
|
Xxxxxxx X. XxXxxx | |||
Chairman
|
President and Chief Executive Officer | |||
Accepted as of the date first above written | ||||
Xxxxx, Xxxxxxxx & Xxxxx, Inc. |
||||
By Its Authorized Representative: |
||||
Managing Director |
41
EXHIBIT A
Selected Dealers’ Agreement
, 2010
, 2010
Gentlemen:
Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) has agreed to assist Rockville Financial New, Inc., a
Connecticut corporation (the “Company”), in connection with the offer and sale of up to
shares of common stock, par value $0.01 per share (“Common Stock”) (the
“Offering”). The Offering will not be consummated and all funds received with subscriptions will be
returned with interest as described in the Prospectus, if any, if a minimum of
shares of Common Stock are not sold. Prior to the Offering, there will be no shares of Common Stock
outstanding and there is no active public market in the Common Stock. The shares of Common Stock
are to be offered at the price per share (“Purchase Price”) set forth on the cover page of the
Prospectus dated , 2010 (“Prospectus”). Such Prospectus contains information with
respect to, among other things, the Company, the Offering and the Common Stock. All purchases in
the Offering are subject to certain minimum and maximum purchase limitations and other terms and
conditions, including the right of the Company, in its sole discretion, to reject orders in whole
or in part. The Company, on a best efforts basis, is offering for sale such shares of Common Stock
to the general public in the Syndicated Community Offering (as defined in the Prospectus).
The Common Stock is also being offered by broker-dealers licensed by the Financial
Institutions Regulatory Authority (“FINRA”) which have been selected by KBW and the Company.
KBW is offering the selected dealers (of which you are one) the opportunity to participate in
the solicitation of offers to buy the Common Stock, and as consideration for your services, KBW
will pay you a selling concession equal to 5.5% of the dollar amount of the Common Stock sold on
behalf of the Company by you, as evidenced by the authorized designation of your firm on the order
form or forms for payment therefor to the Company’s escrow agent. It is understood, of course, that
payment of your fee will be made only out of compensation received by KBW for the Common Stock sold
on behalf of the Company by you, as evidenced in accordance with the preceding sentence. As soon as
practicable after the closing date of the Offering, KBW will remit to you, only out of KBW’s
compensation as provided above, the fees to which you are entitled hereunder.
Each order form for the purchase of Common Stock must set forth the identity and address of
each person to whom the certificates for such Common Stock should be issued and delivered. Such
order form also must clearly identify your firm in order for you to receive compensation. You shall
instruct any subscriber who elects to send his order form directly to you to make any accompanying
check payable to “Rockville Financial New, Inc.”, unless you elect to hold and escrow such funds in
accordance with the terms and conditions specified below.
This offer is made subject to the terms and conditions herein set forth and is made only to
selected dealers who are members in good standing of the FINRA who are to comply with all
applicable rules of the FINRA, including, without limitation, the FINRA’s Interpretation With
Respect to Free-Riding and Withholding and Rule 2740 of the FINRA Conduct Rules.
Orders for Common Stock will be subject to confirmation and KBW, acting on behalf of the
Company, reserves the right in its unfettered discretion to reject any order in whole or in part,
to accept or
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reject orders in the order of their receipt or otherwise, and to allot. Neither you nor any
other person is authorized by the Company, or by KBW to give any information or make any
representations other than those contained in the Prospectus in connection with the sale of any of
the Common Stock. No selected dealer is authorized to act as agent for KBW when soliciting offers
to buy the Common Stock from the public or otherwise. No selected dealer shall engage in any
stabilizing (as defined in Rule 100 of Regulation M promulgated under the Securities Exchange Act
of 1934, as amended (the “Act”)) with respect to the Company’s Common Stock during the Offering.
As a selected dealer assisting in selling Common Stock pursuant hereto, you hereby agree to
comply with the applicable requirements of the Act and applicable state rules and regulations. In
addition, you confirm that you have complied with the prospectus delivery requirements of Rule
15c2-8 under Act.
As a selected dealer you will either: (1) no later than the business day following receipt,
transmit all customer orders and customer checks in payment therefor to the Company’s escrow agent
or (2) if your customers desire to pay for their shares with funds on deposit with you or forwarded
by such customers to you and retained by you, you will (a) deposit such customer funds no later
than twelve noon Eastern time of the business day next following your receipt of the orders or
funds in a segregated account all in accordance with Rule 15c2-4 of the Act; (b) timely transmit
such orders or a summary thereof to the Company’s escrow agent; and (c) remit funds deposited in
accordance with (a) above to the escrow agent on KBW’s instructions no later than 24 hours before
the closing date of the transaction.
Unless earlier terminated by KBW, this Agreement shall terminate upon the closing date of the
Offering. KBW may terminate this Agreement or any provisions hereof any time by written or
telegraphic notice to you. In any event, KBW’s obligations hereunder are subject to the successful
completion of the Offering.
You agree that at any time or times prior to the termination of this Agreement you will, upon
KBW’s request, report to KBW the number of shares of Common Stock ordered by you under this
Agreement and provide, if applicable, a list of beneficial owners for the Common Stock.
KBW shall have full authority to take such actions as KBW may deem advisable in respect of all
matters pertaining to the Offering. KBW shall be under no liability to you except for lack of good
faith and for obligations expressly assumed by KBW in this Agreement.
Upon application to KBW, KBW will inform you as to the states in which KBW believes the Common
Stock has been qualified for sale under, or are exempt from the requirements of, the respective
blue sky laws of such states, however, KBW assumes no responsibility or obligation as to your
rights to sell Common Stock in any state.
Additional copies of the Prospectus and any supplements thereto will be supplied in reasonable
quantities upon request.
Any notice from KBW to you shall be deemed to have been duly given if mailed, telephoned, or
telegraphed to you at the address to which this Agreement is mailed.
This Agreement shall be construed in accordance with the laws of the State of Connecticut.
A-2
Please confirm your agreement hereto by signing and returning the confirmations accompanying
this letter at once to KBW at Xxxxx, Xxxxxxxx & Xxxxx, Inc., 00 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxxx 00000. The enclosed duplicate copy shall evidence the agreement between us.
XXXXX, XXXXXXXX & XXXXX, INC.
By:
CONFIRMED AS OF:
, 2010
(Name of Dealer)
By: |
||||
Its: |
||||
A-3
EXHIBIT B
FORM OF LOCK-UP LETTER
, 2010
Xxxxx, Xxxxxxxx & Xxxxx, Inc.
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
00 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Dear Ladies and Gentlemen:
The undersigned understands that Xxxxx, Xxxxxxxx & Xxxxx, Inc. (“KBW”) proposes to enter into
an Agency Agreement (the “Agency Agreement”) with Rockville Financial New, Inc., a
Connecticut-chartered corporation (the “Company”), Rockville Financial, Inc., a
Connecticut-chartered stock holding company (the “Mid-Tier”), Rockville Financial MHC, a
Connecticut-chartered mutual holding company (the “MHC”) and Rockville Bank, a
Connecticut-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together
with the Company, the Mid-Tier and the MHC, the “Rockville Parties”), providing for the public
offering (the “Public Offering”) by KBW of up to shares (the “Shares”) of the
Company’s common stock, par value $0.01 per share (the “Common Stock”).
To induce KBW to continue its efforts in connection with the Public Offering, the undersigned
hereby agrees that, without the prior written consent of KBW, it will not, during the period
beginning on the date of the final prospectus relating to the subscription offering (the
“Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted
Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or
otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, (3) exercise any stock options providing for the
issuance of shares of Common Stock during the Offering, or (4) announce any intention to take any
of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to
be settled by delivery of Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other
securities acquired in open market transactions after the completion of the Public Offering,
provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales
of Common Stock or other securities acquired in such open market transactions, (b) transfers of
shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c)
distributions of shares of Common Stock or any security convertible into Common Stock to limited
partners or stockholders of the undersigned; provided that in the case of any transfer or
distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a
lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of
the Exchange Act, reporting a reduction in beneficial
B-1
ownership of shares of Common Stock, shall be required or shall be voluntarily made during the
restricted period referred to in the foregoing sentence.
In addition, the undersigned agrees that, without the prior written consent of KBW, it will
not, during the Restricted Period, make any demand for or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or exercisable or
exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent and registrar against the transfer of the
undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the
Company issues an earnings release or material news or a material event relating to the Company
occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will
release earnings results during the 16-day period beginning on the last day of the Restricted
Period, the restrictions imposed by this agreement shall continue to apply until the expiration of
the 18-day period beginning on the issuance of the earnings release or the occurrence of the
material news or material event. The Company shall promptly notify KBW of any earnings release,
news or event that may give rise to an extension of the initial Restricted Period.
The undersigned shall not engage in any transaction that may be restricted by this agreement
during the 34-day period beginning on the last day of the initial Restricted Period unless the
undersigned requests and receives prior written confirmation from the Company or KBW that the
restrictions imposed by this agreement have expired.
The undersigned understands that the Company and KBW are relying upon this agreement in
proceeding toward consummation of the Public Offering. The undersigned further understands that
this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal
representatives, successors and assigns.
Whether or not the Public Offering actually occurs depends on a number of factors, including
market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms
of which are subject to negotiation between the Company and KBW.
Very truly yours, |
(Name)
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EXHIBIT C
List of Executive Officers and Directors of the Registrant
Xxxxxxx X. XxXxxx
Xxxxxxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxx
Xxxx X. Xxxxxxx Xxxxx
Xxxxxxx X. XxXxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
X. Xxxxx Xxxxxxxx
Xxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxxx
Xxxxxxxxx Xxxxxxx Papa
Xxxxxxx X. Bars
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxxxxxx
Xxxx X. Xxxx
Xxxx X. Xxxxxxx Xxxxx
Xxxxxxx X. XxXxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx
X. Xxxxx Xxxxxxxx
Xxxxxx X. Xxxxxx, Xx.
Xxxxxxx X. Xxxxxxx
Xxxxxxxxx Xxxxxxx Papa
Xxxxxxx X. Bars
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxx
C-1