STANDSTILL AGREEMENTStandstill Agreement • March 14th, 2014 • Stilwell Joseph • Savings institution, federally chartered • Connecticut
THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 12th day of March 2014, is by and among Naugatuck Valley Financial Corporation (the “Company”) and Naugatuck Valley Savings and Loan (the “Bank,” and collectively with the Company, “Naugatuck Valley”), Stilwell Value Partners II, L.P. (“Stilwell Value Partners II”), Stilwell Value Partners VII, L.P. (“Stilwell Value Partners VII”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Partners, L.P. (“Stilwell Partners”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, the “Stilwell Group,” and each individually, a “Stilwell Group Member”), and Robert M. Bolton, an individual (the “Nominee”).
STOCK OPTION AGREEMENTStock Option Agreement • March 14th, 2014 • Stilwell Joseph • Savings institution, federally chartered • New York
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this 12th day of March, 2014, by and between Stilwell Value Partners II, L. P., Stilwell Value Partners VII, L. P., Stilwell Activist Fund, L.P. and Stilwell Activist Investments, L.P. (together, the “Stilwell Investment Funds”), their General Partner, Stilwell Value LLC (“Stilwell Value”), Stilwell Partners, L.P. (“Stilwell Partners” and collectively with the Stilwell Investment Funds, the “Stilwell Funds”), and its General Partner, Joseph Stilwell (“Stilwell” and collectively with the Stilwell Funds and Stilwell Value, “The Stilwell Group”), having their principal place of business at 111 Broadway, 12th Floor, New York, NY 10006, and Robert M. Bolton, an individual doing business at 2507 Browncroft Blvd., Suite 102, Rochester, NY 14625 (the “Optionee”).
