0001571049-15-004027 Sample Contracts

4,222,800 Shares (subject to increase up to 4,856,220 shares in the event of an increase in the pro forma market value of the Company’s Common Stock) Provident Bancorp, Inc. Common Stock (no par value) AGENCY AGREEMENT

Agency Agreement • May 12th, 2015 • Provident Bancorp, Inc. • Savings institution, federally chartered • New York

• Contract Type
  Agency Agreement
• Filed
  May 12th, 2015
• Company
  Provident Bancorp, Inc.
• Industry
  Savings institution, federally chartered
• Jurisdiction
  New York

May 12, 2015 Board of Trustees Provident Bancorp Boards of Directors Provident Bancorp, Inc. The Provident Bank Five Market Street Amesbury, MA 01913

Provident Bancorp, Inc. • May 12th, 2015 • Savings institution, federally chartered

• Company
  Provident Bancorp, Inc.
• Filed
  May 12th, 2015
• Industry
  Savings institution, federally chartered

Reference is made to the letter agreement dated November 4, 2014 between Sandler O’Neill & Partners, L.P (“Sandler O’Neill”) and Provident Bancorp (the “MHC”), Provident Bancorp, Inc. (the “Bancorp”) and The Provident Bank (the “Bank”, and collectively with the MHC and the Bancorp, the “Company”), pursuant to which Sandler O’Neill agreed to act as exclusive marketing agent for the Company in connection with the offer and sale of certain shares of the common stock of the Bancorp (the “Marketing Agent Engagement Letter”).