18,616,936 Shares (subject to increase up to 21,409,476 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) Northfield Bancorp, Inc. (a proposed federally chartered mid-tier stock holding company) Common...Agency Agreement • July 31st, 2007 • Northfield Bancorp, Inc. • Savings institution, federally chartered • New York
Northfield Bancorp, Inc., a New York State chartered mid-tier stock holding company that proposes to convert to a federally chartered mid-tier stock holding company (the “Company”), Northfield Bank, MHC, a New York State chartered mutual holding company that proposes to convert to a federally chartered mutual holding company (the “MHC”), and Northfield Bank, a New York State chartered stock savings bank that proposes to convert to a federally chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 18,616,936 shares (subject to increase up to 21,409,476 shares in the event of an increase in the pro forma market value of the Company’s common stock) of the Company’s common stock, par value $.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “
