ONEIDA FINANCIAL CORP. (a Maryland-chartered Stock Corporation) Up to 4,528,125 Shares (Subject to Increase Up to 5,207,344 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $8.00 Per Share AGENCY AGREEMENT May 14, 2010Agency Agreement • May 20th, 2010 • Oneida Financial Corp. • Savings institution, federally chartered • Maryland
Oneida Financial Corp., a federally-chartered stock corporation (the “Mid-Tier Holding Company”), Oneida Financial Corp, a newly-formed Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the “Holding Company”), Oneida Financial, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 55.0% of the outstanding common stock of the Mid-Tier Holding Company, and The Oneida Savings Bank, a New York-chartered stock savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC, and the Bank, the “Primary Parties”), hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (“Stifel” or “Agent”), as follows:
