Up to 7,141,602 Shares Prudential Bancorp, Inc. (a Pennsylvania corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • July 31st, 2013 • Prudential Bancorp, Inc. • Savings institutions, not federally chartered • New York
Contract Type FiledJuly 31st, 2013 Company Industry JurisdictionPayment for Securities purchased by us shall be made at the offices of Sandler O’Neill, 1251 Avenue of Americas., 6th Floor, New York, New York 10020, at the Offering Price (as hereinafter defined), or, if you shall advise us, at such price less the Concession to dealers (as hereinafter defined) or at the price set forth or indicated in a Written Communication, on such date as you shall determine, on one day’s prior notice to us, payable in New York Clearing House funds against delivery of the Securities. If Securities are purchased and paid for at such Offering Price, such Concession will be paid after the termination of the provisions of Section 3(b) hereof with respect to such Securities. Notwithstanding the foregoing, unless we give you written instructions otherwise, if transactions in the Securities may be settled through the facilities of The Depository Trust Company, payment for and delivery of Securities purchased by us will be made through such facilities if we are a member,