ORITANI FINANCIAL CORP. (a Delaware-chartered Stock Corporation) Up to 44,850,000 Shares (Subject to Increase Up to 51,577,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTAgency Agreement • April 28th, 2010 • Oritani Financial Corp • State commercial banks • Maryland
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) propose to enter into an Agency Agreement (the “Agency Agreement”) with Oritani Financial Corp., a Delaware corporation (the “Company”), Oritani Financial Corp., a federally-chartered stock holding company (the “Mid-Tier”), Oritani Financial Corp., MHC, a federally chartered mutual holding company (the “MHC”) and Oritani Bank, a New Jersey-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Oritani Parties”), providing for the public offering (the “Public Offering”) by the several agents, including Stifel Nicolaus, [_________] and [_________] (the “Agents”), of up to 51,577,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
