AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 8, 2008 AMONG MIDDLESEX SAVINGS BANK AND SERVICE BANCORP, M.H.C., SERVICE BANCORP, INC., AND STRATA BANKAgreement and Plan of Merger • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 8, 2008, is by and among (i) Middlesex Savings Bank, a Massachusetts-chartered savings bank (“MSB”), and (ii) Strata Bank, a Massachusetts-chartered savings bank (“Strata Bank”), Service Bancorp, Inc., a Massachusetts corporation and the parent company of Strata Bank (“Service”), and Service Bancorp, M.H.C., a Massachusetts-chartered mutual holding company and the majority shareholder of Service (“Service MHC”). Each of MSB, Strata Bank, Service and Service MHC is sometimes individually referred to in this Agreement as a “party” and collectively as the “parties.”
ANNEX E FORM OF VOTING AGREEMENTForm of Voting Agreement • December 8th, 2008 • Service Bancorp Inc • State commercial banks • Massachusetts
VOTING AGREEMENT (“Agreement”), dated as of December , 2008, by and among Service Bancorp, MHC, a Massachusetts mutual holding company (“Service MHC”), Service Bancorp, Inc., a Massachusetts corporation (“Service Inc.” and collectively with Service MHC, “Service”) and the undersigned trustee (the “Trustee”) of Middlesex Savings Bank, a Massachusetts mutual savings bank (“MSB”).
