Common use of The Offering Clause in Contracts

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board Boards of Directors of each of the OBA Parties, as amended Company and the Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 10,350,000 shares (subject to increase up to 4,628,750 11,902,500 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) Other Members other members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Texas counties of MarylandCollin, Dallas, Delta, Denton, Ellis, Hunt, Hood, Kaufman, Johnson, Rockwall, Xxxxxx, Xxxxxxx and Xxxx. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-161894) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __August 28, 2009 and as amended or supplemented, regarding the estimated pro forma market value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankPrimary Parties, in accordance with the plan Plan of conversion and reorganization adopted by the Board Conversion of Directors Xxxxxxx Co-operative Bank, dated as of each of the OBA PartiesMarch 9, as amended 2022 (the “Plan”), intends adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company co-operative form of organization to the a stock holding company co-operative bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Commissioner of Banks of the Commonwealth of Massachusetts (the “Commissioner”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) aggregate account balances of at least $50.00 as of April 30the close of business on December 31, 2008 2020 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits aggregate account balances of at least $50.00 as of ___________ the close of business on March 10, 2022 (“Supplemental Eligible Account Holders”), and (43) Other Members tax-qualified employee plans of the MHC as defined in Company and the Bank (“Tax-Qualified Employee Plan”). Subject to the prior subscription rights of the above-listed partiesIn addition, the Company intends to donate to Xxxxxxx Co-operative Bank Charitable Foundation, Inc. (the “Charitable Foundation”) $600,000 in cash and 260,000 shares of Common Stock, in an aggregate amount equaling $3,200,000 based on the $10.00 per share purchase price of the Common Stock sold in the Offering (as defined below). The Company may offer for sale Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing in the State of MarylandMassachusetts towns and cities: Everett, Malden, Medford, Melrose, North Reading, Somerville, Stoneham, Wakefield, Danvers, Xxxxxxxxx, Xxxx, Lynnfield, Peabody, Saugus, Chelsea, East Boston, Revere and Winthrop. It In the event a Community Offering is anticipated that shares held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 7,862,500 shares and a maximum of 10,637,500 shares (subject to increase up to 12,233,125 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and and/or the Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It is acknowledged that The Company will sell the purchase of Shares in the Offering at $10.00 per share. If the number of Shares offered is subject increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns Foundation will represent 100% of the Company’s outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, Common Stock upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCPlan., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankOn October 21, in accordance with the plan of conversion and reorganization adopted by 2009, the Board of Directors of each the Bank adopted a Plan of the OBA Parties, as amended Conversion (the “Plan”), intends to convert which provides for (i) the conversion of the Bank from the mutual holding company to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock holding company form of organization the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Bank will become be a wholly owned subsidiary of the Holding Company, and the corporate existence . As part of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell is offering up to 4,025,000 575,000 shares (subject to an increase of up to 4,628,750 661,250 shares) (the “Shares”) of its common stock, par value $0.01 par value per share (the “Shares” or “Common SharesStock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to (1) depositors the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Bank with Qualifying Deposits Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (as defined subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the Planfollowing order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of April the close of business on September 30, 2008 (the “Eligible Account Holders”), ; (2ii) the Bank’s tax-qualified employee benefit plans, including ; (iii) the employee stock ownership plan established by Bank’s depositors with aggregate account balances of at least $50.00 as of the Bank close of business on (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), ; and (4iv) Other Members to depositors of the MHC Bank as defined in of (the Plan“Other Members”). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale Shares, if any, remaining after the Subscription Offering in the Community Offering on a community offering (priority basis to natural persons residing in the “City of Baltimore, Maryland and the Maryland Counties of Baltimore and Harford and then to the general public. In the event the Community Offering” and when referred to together with Offering is held, it may be held at any time during or subsequent to immediately after the Subscription Offering. Depending on market conditions, the “Subscription and Community Offering”) the Shares available for sale but not subscribed for or ordered in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers managed by the Agent which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”). It is acknowledged that the number of Shares to whom a copy of be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged ; that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or and Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. __________333-163797) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereof and such amended prospectuses thereto as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance connection with Title 12the Conversion, Part 563b of (i) the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Form ACConversion Application”), including the Prospectus ) and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by OTS in accordance with the OTS Conversion Regulations and (ii) the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application H-(e)lapplication on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a savings and loan holding company under amendments thereto as required by the Home Owners’ Loan ActOTS in accordance with the Conversion Regulations. Collectively, as amended (“HOLA”) the Conversion Application and the regulations promulgated thereunder (Holding Company Application may also be defined as the “Control Act Regulations”)Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated , 2010 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. The BankOn April 22, in accordance with the plan of conversion and reorganization adopted by 2009, the Board of Directors of each PMMHC adopted a Plan of the OBA Parties, as amended Conversion (the “Plan”), intends which provides for the conversion of PMMHC from mutual to convert from the mutual holding company stock form of organization to the stock holding company form of organization (the “Conversion”), the formation of HoldCo as a holding company that will own 100% of the common stock of PMMHC, and the issuance of all of PMMHC’s outstanding common stock to HoldCo. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell HoldCo is offering up to 4,025,000 6,772,221 shares (subject to increase up to 4,628,750 sharesthe “Shares”) of its common stock, par value $0.01 par value per share (the “Shares” or “Common SharesStock”), in (i) a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plansand, including the employee stock ownership plan established by the Bank (the “ESOP”)if necessary, (3ii) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering” ”), and when referred to together with or subsequent to (iii) a syndicated community offering (the “Syndicated Community Offering”). The Subscription Offering, the Community Offering and the Syndicated Community Offering are herein sometimes collectively referred to as the “Subscription and Community Offering”) .” HoldCo will issue the Shares not subscribed for at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or ordered decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The shares of Common Stock to be offered in the Subscription Offering will be offered pursuant to nontransferable subscription rights in the following order of priority (subject to limitations set forth in the Plan): • eligible members of PMMHC, who are the policyholders under individual policies of insurance issued by PMIC and in force on April 22, 2009 (“Eligible Members”); • an employee stock ownership plan to be established as a tax-qualified plan of HoldCo; and • directors, officers and employees of the Primary Parties as of the commencement of the Offering. HoldCo may offer shares of Common Stock for which subscriptions have not been received in the Subscription Offering in the Community Offering to the following categories of subscribers (listed in order of priority) before offering them to the general public public: • licensed insurance agencies and/or brokers that have been appointed by or otherwise are under contract with PMIC to whom a copy market and distribute policies of the Prospectus (as hereinafter defined) is delivered with a preference given first to insurance; and • named insureds under policies of insurance issued by PMIC after April 22, 2009; and • natural persons and trusts of natural persons residing in Lackawanna or Luzerne Counties, Pennsylvania. In the State of Marylandevent a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. It is anticipated that Depending on market conditions, shares not subscribed for in the Subscription and Offering or in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement who are members of the Financial Industry Regulatory Authority (the “Syndicated Community OfferingFINRA”) (the Subscription Offering, Community Offering and ). The Syndicated Community Offering are collectively referred to as will be co-managed by the Agent and Sterne, Agee & Xxxxx, Inc. (“OfferingSterne Agee”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined), that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus, and that the Company HoldCo may reject, in whole or in part, any orders subscription received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company HoldCo has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. __________333-156936) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”) and has filed such amendments thereof and such amended prospectuses thereto as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became becomes effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company HoldCo pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance Concurrently with Title 12the execution of this Agreement, Part 563b HoldCo is delivering to the Agent copies of the Code Prospectus, dated , 2009, of Federal Regulations HoldCo to be used in the Subscription Offering and Community Offering (the “Conversion Regulations”if any), the MHC has filed with the Office and, if necessary, will deliver copies of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized any prospectus supplement for use by in a Syndicated Community Offering as defined in the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)Prospectus.

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 3,680,000 shares (subject to increase up to 4,628,750 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company form of organization by forming under the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion HOLA and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194501) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in In accordance with the plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 714,200 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of April 30December 31, 2008 1998 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by depositors of the Bank with account balances of $50.00 or more as of September 30, 2001 (the “ESOP”"Supplemental Eligible Account Holders"), (3) depositors of the Bank with Qualifying Deposits as of the close of business on ___________ (“_, who continue as depositors as of the Special Meeting who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) Other Members employees, officers and directors of the MHC as defined Bank to the extent they are not Eligible Account Holders, Supplemental Eligible Account Holders, or Other Members. To the extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given first to natural persons residing in the State Illinois county of MarylandDuPage ("Other Subscribers"), (all such offerees being referred to in the aggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with will issue the Securities and Exchange Commission Shares at a purchase price of $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Purchase Price").

The Offering. The Bank, in accordance with the its plan of conversion reorganization and reorganization the related plan of stock issuance adopted by the its Board of Directors of each of (collectively, the OBA Parties, as amended (the “"Plan”"), intends to convert reorganize from a Pennsylvania-chartered mutual savings bank into the mutual holding company form structure, and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank The Reorganization will become a wholly owned subsidiary of the Company, be accomplished pursuant to Pennsylvania state law and the corporate existence of the MHC and OBA Bancorp will ceasefederal law. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 5,520,000 shares of its common stock (subject to increase up without resolicitation to 4,628,750 6,348,000 shares,) of its common stock, $0.01 .01 par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2002 (“"Eligible Account Holders”"), (2) the Abington Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“"Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC Depositors as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandXxxxxxxxxx and Bucks Counties, Pennsylvania. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Reorganization." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. __________333-116370) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b Section 115.1 of the Pennsylvania Banking Code of Federal Regulations 1965, as amended and a Policy Statement issued by the Pennsylvania Department of Banking ("Department") and 12 CFR § 303.161 (a) of the “Conversion FDIC (such Department Policy Statement and the applicable FDIC regulations are hereinafter referred to together as the "Reorganization Regulations”"), the MHC Bank has filed with the Office Department a Notice To Effect a Mutual Holding Company Reorganization and a Notice of Thrift Supervision Intent To Convert To Stock Form with the FDIC (together referred to as "Applications") for the “OTS”) an Application For Conversion on Form AC (the “Form AC”)Mutual Holding Company Reorganization, including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP Financial, Financial LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “"Appraisal”), ") and has filed such amendments thereto as may have been required by the OTSFDIC and the Department. The Form AC has Applications have been approved by the OTS FDIC and the Department and the related Prospectus has been authorized for use by the OTSDepartment and the FDIC. In addition, the Company has and the MHC have filed with the OTS an Application H-(e)l-S Federal Reserve Board ("FRB") its application on Form FR Y-3 (the “"Holding Company Application”") to become a registered savings and loan holding company under the Home Owners’ Loan Bank Holding Company Act, as amended (“HOLA”"BHCA") and the regulations promulgated thereunder thereunder. Also, the Company has filed an interagency merger application under 12 USC § 1828 (c) with the FDIC (the “Control Act Regulations”)"Interagency Merger Application") to facilitate the Reorganization.

The Offering. The Bank, in accordance with the plan Pursuant to an Amended Plan of conversion Conversion and reorganization Plan of Reorganization ("Plan" or "Plan of Conversion") adopted by the Board Boards of Directors of each of the OBA PartiesMHC, as amended (the “Plan”)Mid-Tier Holding Company and the Bank, the Bank intends to convert from the mutual holding company form of organization to the reorganize into a fully converted stock holding company form of organization Company (the “"Conversion”"). In connection with the Conversion, each stockholder of the Mid-Tier Company immediately prior to the Conversion ("Public Stockholders") will receive shares ("Exchange Shares", and together with Exhibit 1.2 the Conversion Stock, defined below, the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock") pursuant to an exchange ratio as defined in the Plan that will result in Public Stockholders owning in the aggregate immediately after the Conversion approximately the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of any fractional shares; (b) any adjustment necessary to reflect dividends waived by the MHC; and (c) the purchase by such stockholders of additional shares of Common Stock in the Offering (as defined below). Following the Conversion, the Bank will become convert from a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will ceaseNew York-chartered savings bank to a national bank ("Bank Conversion"). Pursuant to the PlanPlan of Conversion, the Company will offer and sell is offering up to 4,025,000 1,917,625 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “Common Shares”), "Conversion Stock") in a subscription offering (the “"Subscription Offering”") and community offering (the "Direct Community Offering", and together with the Subscription Offering, the "Offerings"). Conversion Stock is first being offered in the Subscription Offering with nontransferable subscription rights being granted, in the following order of priority, to (i) current of former depositors with accounts at (1) the Bank with aggregate balances of at least $50 on March 31, 2001 and (2) the Oswego County Savings Bank P&C Food Market branch (acquired from BSB Bank & Trust Co.) with aggregate balances of at least $50 on May 10, 2001 ("Eligible Account Holders"); (ii) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of April the close of business on September 30, 2008 2002 (“"Supplemental Eligible Account Holders”), ") and (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3iii) depositors of the Bank with Qualifying Deposits as of the close of business on ___________ _____, 2002 (“other than Eligible Account Holders and Supplemental Eligible Account Holders”). Subscription rights will expire if not exercised by 12:00 noon, and New York time, on December ___________, 2002, unless extended (4) Other Members of the MHC as defined in the Plan"Expiration Date"). Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares Conversion Stock not subscribed for or ordered in the Subscription Offering is being offered in the Direct Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing in the State New York Counties of MarylandOswego and Onondaga (the "Community"). It is anticipated that shares not subscribed for The Primary Parties reserve the absolute right to reject or accept any orders in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or Syndicated Community Offering. In December 2007, as soon as practicable following the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyExpiration Date. The Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 (File No. __________333-99347) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offerings for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “"1933 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title title 12, Part Parts 575 and 563b of the Code regulations of Federal Regulations the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the “"Conversion Regulations”"), the MHC has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required to the date hereof by the OTS. The Company has also filed an application to acquire the Bank on Form AC H-(e) 1-S, and thereby become a savings and loan holding company (the "Holding Company"). In connection with the H-(e) 1-S, the Company has also filed applications to form three interim federal savings banks. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, The Bank has filed an Interagency Bank Merger Act Application (the "Bank Merger Application") with the Federal Deposit Insurance Corporation ("FDIC") and it has been approved by the FDIC; The Company has filed with the OTS an Application H-(e)l-S Board of Governors of the Federal Reserve System ("Board") the “Company's application to acquire ownership of the Bank on Form FRY-3 ("Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”") and has received approval of its acquisition of the regulations promulgated thereunder Bank from the Board. The Bank has filed an Application for Conversion to a National Bank (the “Control Act Regulations”)"Bank Conversion Application") with the Office of the Comptroller of the Currency ("OCC") and it has been approved by the OCC. The Bank has filed an application to merge (the "New York Application") with the New York State Banking Department (the "NYSBD") and it has been approved by the NYSBD.

The Offering. The BankCompany, in accordance with its Stock Issuance Plan adopted by its Board of Directors (the "Plan"), will offer and sell up to 2,686,688 shares (subject to increase to 3,089,691 shares) of its common stock, $0.10 par value per share (the "Common Stock"). The shares of Common Stock to be sold by the Company are hereinafter called the "Securities." In addition, in accordance with the plan of conversion Plan and reorganization adopted by as described herein, the Board of Directors of each Company expects to contribute Common Stock, in an amount equal to 4% of the OBA PartiesCommon Stock sold in the Offering (as defined herein), as amended to the Xxxxxx Savings Foundation (the “Plan”"Foundation"), intends such shares being referred to convert from herein as the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease"Foundation Shares". Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), Securities in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank having accounts at the Bank with Qualifying Deposits aggregate balances of at least $50.00 on March 31, 2003 (as defined in the Plan) as of April 30, 2008 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified qualifed employee benefit plans, including the employee stock ownership plan established by plans of the Bank (including its Employee Stock Ownership Plan, the “"ESOP”"), (3) depositors of the Bank having accounts at the Bank with Qualifying Deposits as aggregate balances of ___________ at least $50.00 on June 30, 2004 (“"Supplemental Eligible Account Holders”"), and (4) Other Members employees, officers and directors of the MHC as defined in Bank or the PlanCompany. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with or subsequent to the Shares Subscription Offering, the Securities not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State people who are residents of MarylandXxxxxxx County, Connecticut. It is anticipated that shares Securities not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares Securities in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Securities offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100Offering will represent 44.5% of the Company's total outstanding shares of OBA BancorpCommon Stock after the Offering. The MHC is Company will issue the Securities offered for sale in the Offering at a mutual holding company that has no stockholders and is controlled by its memberspurchase price of $10.00 per share (the "Purchase Price"). OBA Bancorp currently owns 100After the Offering, 55.5% of the total outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank Company's Common Stock will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCMHC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the plan Amended and Restated Agreement and Plan of Merger Conversion dated as of December 15, 2022 (the “Merger Agreement”) by and among the Company, the Bank and Elberton, intends to acquire Elberton in connection with Elberton’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and reorganization immediately thereafter to cause Elberton to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Merger Conversion”). Pursuant to the Plan of Merger Conversion of Elberton Bank with Oconee State Bank, adopted by the Board of Directors of each of Elberton and the OBA Parties, as amended Bank (the “Plan,” and together with the Merger Agreement, the “Agreement and Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 149,066 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 2.00 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Elberton with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of April 30the close of business on March 31, 2008 2020 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank Elberton (other than officers or directors of Elberton) with Qualifying Deposits $50.00 or more on deposit as of ___________ the close of business on the Supplemental Eligibility Record Date, as defined in the Plan (“Supplemental Eligible Account Holders”), and (43) Other Members any other person who is a member of Elberton in accordance with Elberton’s Bylaws and OCC regulations as of the MHC Voting Record Date, as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to and, together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus Offering Circular (as hereinafter defined) is delivered delivered, with a preference given first to natural persons (including trusts of natural persons) residing in Elberton, Georgia or Elbert County, Georgia, next to stockholders of record of the State Company as of Marylandthe last day of the month immediately preceding the qualification of the Offering Statement, as defined below, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering Offering, if any, may be offered to certain members of the general public by Performance Trust on a best best-efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (” and together with the Subscription Offering, and Community Offering and Syndicated Community Offering are collectively referred to as Offering, the “Offering”). It is acknowledged that the The purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the mutual holding company to stock form of organization and to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 8,986,250 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of persons with $50.00 or more on deposit at the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of persons with $50.00 or more on deposit at the Bank with Qualifying Deposits as of June 30, 1999 ("Supplemental Eligible Account Holders") (4) the Bank's depositors and Borrowers as of _______ _____ , 1999 (“other than Eligible Account Holders and Supplemental Eligible Account Holders”) ("Other Members"), and (45) Other Members persons with $50.00 or more on deposit at the Commercial Bank of the MHC Xxxxxxx as defined in the Planof December 31, 1997 ("Commercial Depositors"). Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Direct Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing and trusts of natural persons who are permanent residents of Snohomish County (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement dealer arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Direct Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Direct Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. __________333-81125) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations ________ (the “"Conversion Regulations”"), the MHC has Company and the Bank have filed with the Office Washington Department of Thrift Supervision Financial Institutions (the “OTS”"Department of Financial Institutions") an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTSDepartment of Financial Institutions. The Form AC Conversion Application was also filed with the Federal Deposit Insurance Corporation ("FDIC") for their no objection to the Conversion. The Conversion Application has been approved by the OTS Department of Financial Institutions and the related FDIC has issued a non-objection letter to the Conversion. The Prospectus has been authorized for use by the OTSDepartment of Financial Institutions. In addition, the Company has filed with the OTS an Application H-(e)l-S Federal Reserve Bank of San Francisco ("FRB") a Form FRY-3 as required under the “Bank Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan ActAct of 1956, as amended (“HOLA”"BHCA") and the regulations promulgated Regulations thereunder (the “Control Act Regulations”"Holding Company Application"). In connection with the Stock Conversion and pursuant to the terms of the Plan as described in the prospectus, immediately following the consummation of the Stock Conversion, subject to the approval of the members of the Company and the stockholder of the Bank and compliance with certain conditions as may be imposed by regulatory authorities, the Company will contribute up to 8% of the shares of Common Stock sold in the Stock Conversion, not to exceed ________ shares, to a charitable foundation (the "Foundation") (such shares hereinafter being referred to as the "Foundation Shares").

The Offering. The BankPursuant to a Registration Statement on Form S-1, in accordance with hereinafter described, the plan Company intends to distribute to the holders of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended record (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary "Current Shareholders") of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its 's common stock, $0.01 par value per share (the “Shares” or “"Common Shares”Stock"), in as of March 26, 1997 (the "Record Date"), subscription rights (the "Subscription Rights") to subscribe for and purchase up to an aggregate of 2,701,619 Shares of Common Stock of the Company ("Shares") at a subscription offering (the “Subscription Offering”) to (1) depositors price of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ________$___ per share (“Supplemental Eligible Account Holders”"Subscription Price"), . Each Current Shareholder will receive a non-transferable right to subscribe for and (4) Other Members purchase one additional share of Common Stock for each whole share of Common Stock owned on the Record Date. Such offering of Subscription Rights to Current Shareholders is referred to as the "Rights Offering" and shall be deemed to commence upon the date of the MHC as defined in the Plan. Subject to the prior subscription rights first general mailing of the above-listed partiesprospectus, as hereinafter defined ("Commencement Date"). Upon completion of the Rights Offering, the Company may will offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares shares not subscribed for or ordered in the Subscription Rights Offering to members of the general public (the "Community Offering") to whom a copy of the Prospectus prospectus (as hereinafter defined) is delivered with and through participating registered broker-dealers in a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement concurrent syndicated community offering (the “"Syndicated Community Offering”) (the Subscription "). The Rights Offering, the Community Offering and the Syndicated Community Offering Offering, together, are collectively referred to as the “"Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. ." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-__________) _), including exhibits (the “"Registration Statement”"), containing a prospectus relating to the Offeringxx xxe Oxxxxxng, for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof and supplements thereto, if any, and such amended prospectuses and supplemented prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became becomes effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the an Illinois chartered mutual holding company form savings bank to an Illinois chartered stock savings bank, and issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 575,000 shares (subject to increase up to 4,628,750 shares) of its common stockshares, $0.01 .01 par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30May 31, 2008 2001 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Clover Leaf Bank Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2001 (“"Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Marylandpeople. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The BankMHC, in accordance with the plan its Plan of conversion ------------ Reorganization and reorganization Minority Stock Issuance adopted by the its Board of Directors of each of Trustees (as amended, the OBA Parties, as amended (the “"Plan”"), intends to convert from form the mutual holding company form Company as its subsidiary and exchange 100% of organization to the common stock holding company form of organization (the “Conversion”)Bank for a majority interest in the Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) ___ of its common stockshares, $0.01 par value $.01 per share (the “Shares” or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2000 (“"Supplemental Eligible Account Holders”"), and (43) Other Members Tax-Qualified Employee Stock Benefit Plans of the MHC Bank (as defined in the Plan). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” ," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandBank's Local Community, as defined in the Plan. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Reorganization., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 __ shares (subject to increase up to 4,628,750 shares__) of its common stock, $0.01 0.10 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2007 (“Supplemental Eligible Account Holders”), and (4) Other Members all other depositors of the MHC Bank as defined in of January 31, 2008 and borrowers off the PlanBank as of June 1, 2005 whose borrowings remained outstanding as of January 31, 2008. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to (1) natural persons residing in who are residents of Bucks County, Pennsylvania, (2) other residents of Pennsylvania, and (3) the State of Marylandgeneral public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10028.0% of the Company’s total outstanding shares of OBA BancorpCommon Shares. The MHC is a mutual holding company that has no stockholders In connection with the Offering and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus (as hereinafter defined), upon completion immediately following the consummation of the Conversion and the Offering, subject to compliance with certain conditions as may be imposed by regulatory authorities, the MHC and OBA Bancorp Company will cease contribute __ shares of Common Stock to exist and the Xxxxxxx Penn Bank will be a wholly owned subsidiary of Community Foundation (the Company. “Foundation”) such shares hereinafter being referred to as the “Foundation Shares.” The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization (the “OTSForm MHC-1”) an and a Form MHC-2 Application For Conversion on Form AC for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form ACMHC-2”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares LC (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC-1 and Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereafter collectively referred to as the “MHC Notice.” The Company and the MHC have filed with the OTS an application on Form H-(e)1-S (the “Holding Company Application”) to become savings and loan holding companies under the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations promulgated thereunder. Collectively, the MHC Notice and the Holding Company Application may also be termed the “Applications.” The Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 931,500 shares (subject to increase up to 4,628,750 shares1,071,225) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2004 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2006 (“Supplemental Eligible Account Holders”), and (4) Other Members depositors who had Qualifying Deposits as of the MHC as defined in the PlanApril 28, 2006. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandSeneca, Cayuga and Ontario Counties, New York. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Company has filed with the Office OTS a Form MHC-2 Application for Approval of Thrift Supervision a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-2 Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC Bank has filed an application to convert from a New York-chartered savings bank to a federally chartered savings bank (“charter flip application”). The MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with OTS and the OTS an Application H-(e)l-S (has approved the “Holding Company Application”) conversion of the Bank to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)federal charter.

The Offering. The BankCompany, in accordance with the plan its amended Plan of conversion Reorganization from a Mutual Savings Bank to a Mutual Holding Company and reorganization Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 [MAX] shares (subject to increase up to 4,628,750 [SMAX] shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2006 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)plan, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of ___________ March 31, 2008 (“Supplemental Eligible Account Holders”), and (4) Other Members members of the MHC Bank as defined in the Planof ____________, 2008 who are not Eligible Account Holders or Supplemental Eligible Account Holders (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandAndroscoggin County, Maine. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Public Offering”) (the Subscription Offering, Community Offering and Syndicated Community Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007, The Company will issue the Bank’s mutual predecessor reorganized into Shares at a purchase price of $10.00 per share (the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company“Purchase Price”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-149723) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after the dates of effectiveness or use, respectively. In accordance with Title 12, Part 563b The Plan provides for the reorganization of the Code Bank into a two-tier mutual holding company structure, the issuance of Federal Regulations all of the Bank’s outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the “Conversion RegulationsReorganization”). Upon completion of the Reorganization, the MHC has filed with Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC ). In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “MHC Regulations”), the Bank has filed with the OTS a Form ACMHC-1 Notice of Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “MHC Applications”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxx & Company, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan Plan of conversion Reorganization from a Mutual Bank to a Mutual Holding Company and reorganization adopted by the Board of Directors of each of the OBA PartiesStock Issuance Plan, as amended (the “Plan”), adopted by the Board of Directors of the Bank, intends to convert from reorganize into the mutual holding company form of organization to the stock holding company form of organization (the “ConversionReorganization”) in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 7,224,663 shares (subject to increase up to 4,628,750 8,308,362 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30October 31, 2008 2015 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ , 2017 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in New York Counties of Bronx, New York, Queens and Kings and the State New Jersey County of MarylandXxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007addition, as described herein, the Bank’s mutual predecessor reorganized into Holding Company will contribute in accordance with the mutual holding company form Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of organization by forming shares of Common Stock to Xxxxx De Xxxx Foundation (the MHC. The MHC currently owns 100“Foundation”) (such shares hereinafter being referred to as the “Foundation Shares”) equal to 3.3% of the issued and outstanding shares of OBA BancorpCommon Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC is will own approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a federally chartered mutual holding company that savings and loan association, the Bank has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Reorganization and the Offering, all of the MHC assets, except for $200,000, and OBA Bancorp will cease to exist and liabilities of the Bank will be transferred to and assumed by a wholly newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “Xxxxx Bank” (the “Stock Bank”), and the Holding Company will be a majority-owned subsidiary of the CompanyMHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $200,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to the Agent for such use. In connection with the Reorganization, the Bank filed with the Commission. In accordance with Title 12, Part 563b (i) FRB a Combined Notice of the Code of Federal Regulations Mutual Holding Company Reorganization on Form MHC-1 (the “Conversion RegulationsForm MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Members’ Proxy Statement”), the MHC has filed with the Office of Thrift Supervision Reorganization Valuation Appraisal Report (the “OTSAppraisal”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTSProspectus. In addition, the Holding Company has filed with the OTS FRB an Application H-(e)l-S (the “Holding Company Application”application on Form H-(e)1 for approval, pursuant to Section 10(e) to become a savings and loan holding company under of the Home Owners’ Loan Act, as amended (“HOLA”) ), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. The Bank, in accordance with the plan its Amended and Restated Plan of conversion Reorganization and reorganization Minority Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a Connecticut-chartered stock savings bank in the single tier mutual holding company form of organization to structure into a Connecticut-chartered stock savings bank in the stock two-tier mutual holding company form of organization (structure. Following the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary reorganization all of the Bank’s issued and outstanding capital stock will be held by the Company, . The Reorganization will be accomplished pursuant to Connecticut state law and the corporate existence of the MHC and OBA Bancorp will ceasefederal law. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 8,357,050 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plansplans of the MHC, the Company and the Bank, including the employee stock ownership plan established by the Rockville Bank Employee Stock Ownership Plan (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2004 (“Supplemental Eligible Account Holders”), and (4) Other Members employees, officers and directors of Rockville Bank that do not qualify under priorities (1) or (3), and (5) corporators of the MHC as defined in the Planwho do not qualify under priorities (1), (3) or (4). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) conducted concurrently with or following the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing people who are residents of Hartford or Tolland Counties in the State of MarylandConnecticut. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged The parties hereto acknowledge that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the “Reorganization.” In December 2007addition, as part of the Reorganization, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to the mutual holding company form of organization by forming newly created Rockville Bank Community Foundation, Inc. (the MHC. The MHC currently owns 100“Charitable Foundation”), shares equal to 4.4% of the total of the shares sold in the Offering and those contributed to the Charitable Foundation, or 2% of all shares issued and outstanding following the Offering. The shares contributed to the Charitable Foundation hereinafter being referred to as the “Charitable Foundation Shares.” The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-121421) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the State of Connecticut, Part 563b Department of the Code of Federal Regulations Banking Financial Institutional Division (the “Conversion RegulationsDepartment”), the MHC Company has filed with an Acquisition Statement and Application to Form a Mutual Holding Company Subsidiary Holding Company and Stock Issuance and Application to the Office Board of Thrift Supervision Governors of the Federal Reserve System (the “OTSFRB”) an Application For Conversion on Form AC pursuant to Section 3(a)(1) and 3(a)(3) of the Bank Holding Company Act of 1956, as amended (collectively, the “Form ACReorganization Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP FinancialFinPro, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares Inc. (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTSFRB, Department and, if applicable, the FDIC. The Form AC Reorganization Application has been approved by the OTS Department, the FRB and, if necessary, the FDIC and the related Prospectus has been authorized for use by the OTSDepartment and the Commission. In addition, the Company has filed with the OTS an Application H-(e)l-S FRB the Company’s bank holding company application (the “Holding Company Application”) to become a savings and loan registered holding company under the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (“HOLABHCA”) and the regulations promulgated thereunder (the “"Control Act Regulations”").

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Bank (the “"Plan”"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 17,853,750 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of April 30the close of business on January 31, 2008 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of March 21, 1998 ("Supplemental Eligible Account Holders") and (4) depositors and certain borrowers of the Bank as of the Voting Record Date, ___________ ___, 1998 (“Supplemental Eligible Account Holders”"Other Members"), and (4v) Other Members certain officers, directors and employees of the MHC as defined in the PlanBank. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first ("Other Subscribers") (all such offerees being referred to natural persons residing in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In addition, on December 200729, 1997, the Bank’s mutual predecessor reorganized Bank entered into an Agreement and Plan of Merger (the "Merger Agreement") with SuburbFed Financial Corp., a Delaware corporation ("SFC"), pursuant to which SFC will be merged with and into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the publicCompany. Pursuant to the terms of the PlanMerger Agreement, upon completion consummation of the Conversion merger of SFC with and into the OfferingCompany (the "Merger"), each share of SFC common stock, par value $0.01 per share (the "SFC Common Stock"), will be converted into the right to receive shares of Company Common Stock with a value of $36.00, or 3.6 shares based on the Purchase Price of $10.00. It is anticipated that, based on the number of outstanding shares of SFC Common Stock as of December 31, 1997, the MHC and OBA Bancorp Merger will cease result in an aggregate of 4,556,451 shares of Common Stock being issued in exchange for shares of SFC Common Stock and, in the event all previously granted options to exist and the Bank will acquire SFC Common Stock were exercised, up to 5,507,424 shares of Common Stock could be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission issued in exchange for SFC Common Stock (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Exchange Shares").

The Offering. The BankAssociation, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Association (the “"Plan”"), intends to convert be converted from the a federally-chartered mutual holding company form savings and loan association to a federally-chartered stock savings and loan association and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 1996 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Association, (3) depositors of the Bank with Qualifying Deposits Association as of ___________ , 1998 (“"Supplemental Eligible Account Holders”"), and (4) Other Members certain other members of the MHC as defined in Association ("Other Members") and (5) its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community public offering (the “Community "Public Offering” ," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Shares not so subscribed for or ordered in the Subscription Offering to members selected persons of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for Shares may also be sold in the Subscription Public Offering by a selling group of broker-dealers organized and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”)managed by Capital Resources. It is acknowledged that the purchase of Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed and the Association desire to retain Capital Resources to assist the Company with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereof Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Association confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Association during the Subscription and Public Offerings.

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization ------------ conversion, adopted by the its Board of Directors of each of the OBA Parties, as amended Association (the “"Plan”"), intends to convert from the a federally chartered mutual holding company form savings and loan association to a federally chartered stock savings and loan association, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 13,754,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) savings accounts of $100 or more as of April 30March 31, 2008 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's and Association's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank Association with Qualifying Deposits savings accounts of $100 or more as of ____September 30, 1998 ("Supplemental Eligible Account Holders") and (4) other members (borrowers and depositors) of the Association as of the Voting Record Date, _______ __, 1998 (“Supplemental Eligible Account Holders”"Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing who are residents of Trumbull and Mahoning Counties of Ohio (the "Local Community") ("Preferred Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Xxxx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus, upon completion immediately following the consummation of the Conversion and Conversion, subject to the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary approval of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration members of the Shares under the Securities Act of 1933 (the “1933 Act”), Association and has filed such amendments thereof and such amended prospectuses compliance with certain conditions as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated be imposed by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionregulatory authorities, the Company has filed with will contribute newly issued Common Stock equal to 7.7% of such Shares sold in the OTS an Application H-(e)l-S Conversion to the First Federal of Xxxxxx Community Foundation (the “Holding Company Application”"Foundation") such shares hereinafter being referred to become a savings and loan holding company under as the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Foundation Shares").

The Offering. The Bank, in accordance with the plan Plan of conversion and reorganization adopted by the Board Conversion of Directors of each of the OBA PartiesNew Buffalo Savings Bank, as amended dated May 28, 2015 (the “Plan”), intends to convert from the mutual to stock form and to reorganize into a holding company form structure as a wholly owned subsidiary of organization to the stock holding company form of organization Company (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of April 30the close of business on March 31, 2008 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank with Qualifying Deposits $50.00 or more on deposit as of ___________ the close of business on , 2015 (“Supplemental Eligible Account Holders”), and (4) Other Members other eligible depositors of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed partiesclose of business on , 2015 and eligible borrowers of the Bank as of December 31, 1989 who maintain such borrowings as of the close of business on , 2015 (“Other Members”). The Company may offer for sale Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons and trusts of natural persons residing in Berrien County, Michigan. In the State of Marylandevent a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. It is anticipated that shares Depending on market conditions, Shares available for sale but not subscribed for in the Subscription and Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 595,000 shares and a maximum of 805,000 shares (subject to an increase up to 925,750 shares) of Common Stock (the “Shares”), in the Subscription Offering, and, if necessary, in the Community Offering and and/or the Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It is acknowledged that Upon completion of the purchase of Shares in the Offering is subject Offering, pursuant to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of held by the Company. The Company has filed with will sell the Securities and Exchange Commission Shares in the Offering at $10.00 per share (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration StatementPurchase Price”), containing a prospectus relating to . If the Offering, for the registration number of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file offered is increased or decreased in accordance with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effectivePlan, the term “ProspectusShares” shall refer to the prospectus filed pursuant to Rule 424(b) mean such greater or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Actlesser number, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)applicable.

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board of Trustees of the MHC and the Board of Directors of each of the OBA Parties, as amended Holding Company (the “Plan”), intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 175,375,000 shares (subject to increase up to 4,628,750 201,681,250 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to in the following descending order of priority to: (1) depositors of with accounts at the Bank with Qualifying Deposits aggregate balances of at least $50 at the close of business on March 29, 2019 (as defined in the Plan“Eligible Account Holders”), (2) as depositors with accounts at the Bank with aggregate balances of April 30at least $50 at the close of business on March 31, 2008 2020 (the “Supplemental Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”) and the 401(k) plan (the “401(k) Plan”), in each case, established by the Bank, and (3) depositors employees, officers, directors, trustees and corporators of the Bank, Eastern Insurance Group LLC, a wholly-owned subsidiary of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account HoldersEIG”), and (4) Other Members of or the MHC who are not eligible in the first or second priority. In addition, the Holding Company intends to donate to Eastern Bank Charitable Foundation (the “Charitable Foundation”) a number of shares of Common Stock equal to 4.0% of Common Stock that will be outstanding immediately following the Offering (as defined in below) and such stock donation to the PlanCharitable Foundation. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons persons, and trusts of natural persons, residing in the State local community as described in the Prospectus, and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected separate dealers agreement in a syndicated offering (the “Syndicated Offering” and, together with the Subscription Offering and the Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”), with X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and the Agent acting as joint book-running managers (each, a “Joint Book-Running Manager” and together, the “Joint Book-Running Managers”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-239251) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, Part 563b without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Federal Regulations Massachusetts Regulations), as from time to time amended or supplemented (the “Conversion Massachusetts Regulations”), the MHC has filed the Plan with the Office Massachusetts Division of Thrift Supervision Banks (the “OTSDivision”) an Application For Conversion on Form AC and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Form ACMassachusetts Conversion Application”), including copies of the Prospectus MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion Valuation (the “Information Statement”), the Appraisal Report prepared by RP Financial, LC., dated September __May 21, 2009 2020, and as amended or supplemented, regarding the estimated appraised pro forma market value of the Common Shares Stock (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by Registration Statement, the OTS Prospectus and the related Prospectus has been authorized for use by the OTSGeneral Disclosure Package. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (as amended or supplemented, if applicable, through the date hereof, the “Holding Company Application”) to become a savings and loan bank holding company under Section 3 of the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (the “HOLABHCA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Control Act RegulationsApplications”).

The Offering. The Bank, in accordance with Pursuant to the plan Plan of conversion Reorganization from a Mutual Savings and reorganization Loan Association to a Mutual Holding Company and Stock Issuance Plan adopted by the Board of Directors of each of the OBA PartiesAssociation on August 19, as 2010 [and amended and restated on October 27, 2010 (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell is offering by way of non-transferrable subscription rights up to 4,025,000 1,821,600 shares (subject to an increase of up to 4,628,750 2,094,480 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering Stock (the “Subscription Offering”) to to: (1) depositors of the Bank Association with Qualifying Deposits (Deposits, as defined in the Plan) , as of April June 30, 2008 2009 (“Eligible Account Holders”), ; (2) Tax-Qualified Employee Plans of the Bank’s tax-qualified employee benefit plans, including Association (as defined in the employee stock ownership plan established by the Bank (the “ESOP”Plan), ; (3) depositors of the Bank Association with Qualifying Deposits as of ___________ September 30, 2010 (“Supplemental Eligible Account Holders”), ; and (4) Other Members of the MHC Members, as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Direct Community Offering”) ), which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandOconee and Pickens Counties, South Carolina. It is anticipated that shares not subscribed for in the Subscription and Direct Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (” and, together with the Subscription Offering and the Direct Community Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the minimum and maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Direct Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms Plan, the Company is offering a minimum of 1,346,400 shares and a maximum of 1,821,600 shares (subject to an increase of up to 2,094,840 shares) of Common Stock (the “Shares”) in the Offering for a purchase price of $10.00 per share. If the number of Shares is increased or decreased in accordance with the Plan, upon completion of the Conversion and the Offeringterm “Shares” shall mean such greater or lesser number, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Companywhere applicable. The Company has filed with the U.S. Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-169410) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b The Plan provides for the Association to reorganize from a federally chartered mutual savings and loan association to a federally chartered stock savings association in federal mutual holding company form of ownership and issue all of its stock to the Code Company and for the Company to issue a majority of Federal Regulations its outstanding Common Stock to the MHC (the “Conversion RegulationsReorganization”). The Plan also provides that the Company shall contribute not more than 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Association (the “Charitable Foundation”). Upon the completion of the Reorganization and the Offering, the purchasers of Shares in the Offering will own 33% of the outstanding Common Stock, the Charitable Foundation will own 2% of the outstanding Common Stock and the MHC has filed with will own 65% of the outstanding Common Stock. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus except as such rules and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as regulations may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use be waived by the OTS. In additionaccordance with Title 12, Parts 563b and 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Company has following applications have been filed with the OTS an OTS: (i) Holding Company Application H-(e)lon Form H-(e)1-S (the “Holding Company Application”); (ii) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder Form MHC-1 Notice of Mutual Holding Company Reorganization (the “Control Act RegulationsForm MHC-1 Notice”); and (iii) a Form MHC-2 Application for Approval of a Minority Stock Issuance (the “Form MHC-2 Application”). All amendments to the foregoing required to the date hereof have also been filed. The Holding Company Application, the Form MHC-1 Notice and the Form MHC-2 Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. The BankMHC, in accordance with the plan Plan of conversion and reorganization Conversion adopted by the Board of Directors of each of the OBA PartiesMay 18, 2010, as amended (the “Plan”), intends to convert from the a Pennsylvania mutual holding company form of form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws and regulations, as applicable, of the Pennsylvania Department of Banking (the “Department”) and the Board of Governors of the Federal Reserve System (the “FRB”). In connection with the Conversion, the Bank Holding Company will become offer shares of Common Stock (as defined below) on a wholly owned subsidiary priority basis to (i) Eligible Account Holders; (ii) Employee Plans of the Bank or the Holding Company, ; (iii) Supplemental Eligible Account Holders; and (iv) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the corporate existence of meanings set forth in the MHC and OBA Bancorp will ceasePlan). Pursuant to the Plan, the Holding Company will offer is offering a minimum of 2,550,000 and sell up to 4,025,000 a maximum of 3,450,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering ) (subject to an increase up to 3,967,500 shares) (the “Subscription OfferingShares”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”and, if necessary, (i) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of and/or (ii) the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as (collectively, the “Offering”). It If the number of Subscription Shares is acknowledged that increased or decreased in accordance with the purchase of Plan, the term “Subscription Shares” shall mean such greater or lesser number, where applicable. The Holding Company will sell the Subscription Shares in the Offering is subject to at $10.00 per share (the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public“Purchase Price”). Pursuant to the terms of the Plan, upon completion of the Conversion and Holding Company will establish the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission Standard Charitable Foundation (the “CommissionFoundation”) as part of the Conversion. The Holding Company intends to contribute to the Foundation $200,000 in cash and a registration statement on Form S-1 (File No. __________) number of shares of Common Stock (the “Registration StatementFoundation Shares”), containing a prospectus relating ) in an aggregate amount equal to the Offering, for the registration 3.5% of the Subscription Shares under sold in the Securities Act of 1933 Offering (the “1933 Act”), Subscription Shares and has filed such amendments thereof and such amended prospectuses the Conversion Shares may be referred to collectively as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act RegulationsShares”).

The Offering. The BankCompany, in accordance with the a plan of conversion and reorganization stock issuance adopted by the Board of Directors of each of the OBA PartiesDirectors, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company ) will offer and sell up to 4,025,000 7,848,750 shares (subject to increase up to 4,628,750 shares9,026,063) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2003 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2005 (“Supplemental Eligible Account Holders”), and (4) the Bank’s Other Members of the MHC Depositors as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandHampden and Hampshire Counties, Massachusetts. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10044.6% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations 575 (the “Conversion Reorganization Regulations”), the MHC Company has filed with the Office OTS a Form MHC-2 Application for Approval of Thrift Supervision a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-2 Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC-2 Application have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan its Plan of conversion Reorganization from Mutual Saving Bank to Mutual Holding Company and reorganization Stock Issuance Plan adopted by the its Board of Directors of each of the OBA Parties, as Trustees and subsequently amended and restated (the “"Plan”"), intends to convert from the a New York State chartered mutual holding company form savings bank to a New York State chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 609,500 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) account balances of $100.00 or more as of April September 30, 2008 1997 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plansOswego County Bancorp, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits account balances of $100.00 or more as of ___________ March 31, 1999 (“"Supplemental Eligible Account Holders”"), and (4) Other Members employees, officers and trustees of the MHC as defined Bank. To the extent Shares remain unsold in the Plan. Subject to the prior subscription rights of the above-listed partiesSubscription Offering, the Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”) "), the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered public, with a preference given first to natural persons residing Oswego County ("Other Subscribers"), (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Reorganization." The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Reorganization and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus (as hereinafter defined), upon completion immediately following the consummation of the Conversion and Reorganization, subject to the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary approval of the Company. The Company has filed members of Bank and compliance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses certain conditions as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated be imposed by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionregulatory authorities, the Company has filed with will contribute newly issued Common Stock equal to 4% of such Shares sold in the OTS an Application H-(e)l-S Reorganization to the Oswego County Charitable Foundation (the “Holding Company Application”"Foundation") such shares hereinafter being referred to become a savings and loan holding company under as the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Foundation Shares").

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings association, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 2,254,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) savings accounts as of April 30March 31, 2008 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank Association with Qualifying Deposits savings accounts as of September 30, 1996 ("Supplemental Eligible Account Holders") and (4) depositors of the Association (other than Eligible Account Holders and Supplemental Eligible Account Holders) [AND CERTAIN BORROWERS OF THE BANK] as of ___________ , 1996 (“Supplemental Eligible Account Holders”"Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing who are permanent residents of Park, Gallatin and Sweet Grass Counties of Montana (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. ___33-_______) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof thereof, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, 12 C.F.R. Part 563b of the Code of Federal Regulations (the “"Conversion Regulations”"), the MHC Bank has filed with the Office of Thrift Supervision (the “"OTS”") an Application For for Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTS. The Form AC Conversion Application has been approved [APPROVED] by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)lH- (e)1-S (the “"Holding Company Application”") to become a registered savings and loan holding company under Section 10 of the Home Owners’ ' Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"SLHCA"), which has been [APPROVED].

The Offering. The Bank, in In accordance with the a plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 [1,012,000] shares (subject to increase up to 4,628,750 [1,163,800] shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2011 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ) (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), ; and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual FDIC and the Wisconsin Department of Financial Institutions, Division of Banking (the “DFI”) an application for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FDIC and the DFI. The Holding Company has also filed with the Board of Governors of the Federal Reserve System (“FRB”) an application on Form FRY-3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a bank holding company form under the Bank Holding Company Act of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan1956, upon completion of the Conversion as amended (“BHCA”) and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-189668) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof thereto and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankMHC, in accordance with the plan Plan of conversion Conversion and reorganization Reorganization of Banks of the Chesapeake, M.H.C. (the “Plan”) adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”)Bank, intends to convert from the mutual holding company form of organization to into the stock holding company form of organization (the “Conversion”). In connection ) in compliance with the Conversion, regulations (the Bank will become a wholly owned subsidiary “Regulations”) of the Company, and the corporate existence Board of Governors of the MHC and OBA Bancorp will ceaseFederal Reserve System (the “FRB”). Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 3,680,000 shares (subject to increase up to 4,628,750 4,232,000 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common SharesStock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 2017 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ , 2018 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in Baltimore City, Maryland and Xxxx Arundel, Baltimore, Xxxxxxx, Harford and Xxxxxx Counties, Maryland, and thereafter to cover orders of other members of the State of Marylandgeneral public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the OfferingConversion, the MHC and OBA Bancorp will cease filed with the Board of Governors of the Federal Reserve System (“FRB”) an application on Form AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to exist the Conversion (the “Members’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by Xxxxxxx Financial Advisors, Inc., and the Bank will be Prospectus, for conversion to a wholly owned subsidiary stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the CompanyFRB). The Holding Company has also filed with the FRB an application on Form H-(e)1-S (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder (the “Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-225353) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”)) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with provided to the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCAgent for such use., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the and pursuant to its plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “"Plan”"), intends to convert be converted from the a federally-chartered mutual holding company form savings bank to a federally-chartered stock savings bank and will sell all of organization its issued and outstanding stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the The Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share stock (the “Shares” or “"Common Shares”), Stock") in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-tax qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 1997 (“"Supplemental Eligible Account Holders”), ") and (4) Other Members certain other deposit account holders of the MHC as defined in Bank ("Other Members"), pursuant to rights to subscribe for shares of Common Stock (the Plan"Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community public offering (the “Community "Public Offering” ," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Public Offerings") conducted after the Subscription Offering”) , the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public (all such offerees being referred to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to aggregate as the “Offering”"Eligible Offerees"). It is acknowledged that the purchase of Shares in the Offering Subscription and Public Offerings is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, reject in whole or in part, part any orders subscriptions received from subscribers in the Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist Company and the Bank will be a wholly owned subsidiary of desire to retain Capital Resources to assist the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration its sale of the Shares under in the Securities Act of 1933 (the “1933 Act”), Subscription and has filed such amendments thereof Public Offerings. By and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionthrough this Agreement, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (Bank confirm the “Control Act Regulations”)retention of Capital Resources to assist the Company and the Bank during the Subscription and Public Offerings.

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Madison Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 3,737,500 shares (subject to increase up to 4,628,750 4,298,125 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2012 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Nebraska Counties of MarylandCedar, Boone, Knox, Madison and Xxxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp , The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-181070) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 239 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office Board of Thrift Supervision Governors of the Federal Reserve (the “OTSFRB”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, Financial LC., dated September __March 31, 2009 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSFRB. The Form AC Conversion Application has been approved by the OTS FRB and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS FRB an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankOn March 12, in accordance with the plan of conversion and reorganization adopted by 2013, the Board of Directors of each the Association adopted a Plan of the OBA PartiesConversion, as amended (the “Plan”), intends to convert which provides for (i) the conversion of the Association from the mutual holding company form of organization to the stock holding company form of organization in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of the Association’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Bank Association will become be a wholly owned subsidiary of the Holding Company, and the corporate existence . As part of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell is offering up to 4,025,000 690,000 shares (subject to increase to up to 4,628,750 793,500 shares) (the “Shares”) of its common stock, par value $0.01 par value per share (the “Shares” or “Common SharesStock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to (1) depositors the Association herein shall include the Association in its current form and post-Conversion as a wholly owned subsidiary of the Bank with Qualifying Deposits Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 510,000 and 690,000 Shares (as defined subject to increase to up to 793,500 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the Planfollowing order of priority: (i) the Association’s depositors with aggregate account balances of at least $50.00 as of April 30the close of business on January 31, 2008 2012 (the “Eligible Account Holders”), ; (2ii) the BankAssociation’s tax-tax qualified employee benefit plans; (iii) the Association’s depositors with aggregate account balances of at least $50.00 as of the close of business on , including the employee stock ownership plan established by the Bank 2013 (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), ; and (4iv) Other Members to depositors and borrowers of the MHC Association as defined in of , 2013 (the Plan“Other Members”). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale Shares, if any, remaining after the Subscription Offering in the Community Offering on a community offering (priority basis to natural persons, including trusts of natural persons, residing in Westchester, Xxxxxx and Rockland Counties, New York and then to the “general public. In the event the Community Offering” and when referred to together with Offering is held, it may be held at any time during or subsequent to immediately after the Subscription Offering. Depending on market conditions, the “Subscription and Community Offering”) the Shares available for sale but not subscribed for or ordered in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to whom a copy of be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged ; that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or and Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. __________333-187317) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereof and such amended prospectuses thereto as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance connection with Title 12the Conversion, Part 563b of (i) the Code of Federal Regulations (the “Conversion Regulations”), the MHC Association has filed with the Office of Thrift Supervision OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “OTSConversion Application”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed in accordance with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings Conversion Regulations and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the regulations promulgated thereunder Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Control Act Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Association (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations”). Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus, dated , 2013, to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. The Bank, in In accordance with the plan of conversion and reorganization as adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), the Bank intends to convert from the current mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 2,070,000 shares (subject to increase up to 4,628,750 2,380,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into Bank filed with the mutual holding company form Office of organization the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock bank (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by forming the MHCOCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission Board of Governors of the Federal Reserve System (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTSFRB”) an Application For Conversion application on Form AC H-(e)1 (the “Form AC”)together with any other required ancillary applications and/or notices, including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a unitary savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) HOLA and the regulations promulgated thereunder (the “Control Act Regulations”).promulgated

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a federally-chartered mutual savings bank into the mutual holding company form structure, and issue all of organization its issued and outstanding capital stock to the stock holding company form Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of organization the Office of Thrift Supervision (the “ConversionOTS”). In connection with , except as such rules and regulations are waived by the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will ceaseOTS. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 491,625 shares (subject to increase up to 4,628,750 shares565,369) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April September 30, 2008 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ December 31, 2006 (“Supplemental Eligible Account Holders”), and (4) Other Members Depositors of the MHC Bank as defined in of , 2007, who are not eligible or supplemental eligible account holders, and borrowers of the PlanBank who had loans outstanding on September 19, 1989 that continue to be outstanding as of , 2007 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing who are residents of Clinton, Madison and St. Clair Counties, Illinois. Subscribers’ checks will be transmitted to the Bank by no later than noon of the next business day where they will be invested in the State of Marylandinvestments that are permissible under Rule 15c2-4. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company’s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. __________333-139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a combined Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-1/MHC-2 Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners’ Owners Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the a federally chartered mutual holding company form savings bank to a federally chartered stock savings bank, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) 1,520,875 of its common stockshares, $0.01 par value $.01 per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 1999 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Company's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2000 (“"Supplemental Eligible Account Holders”), ") and (4) the Bank's Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State residents of MarylandDearborn, Switzerland and Ohio Counties, Indiana. It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). In the event of a Syndicated Community Offering, the Agent shall assemble and manage a selling group of broker-dealers which are members of the National Association of Securities Dealers, Inc. ("NASD"), to participate in the solicitation of purchase orders for shares under a selected dealers' agreement in the form attached hereto as Exhibit A. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In December 2007connection with the Conversion, the Bank’s mutual predecessor reorganized into the mutual holding company form Company will issue an additional number of organization by forming the MHC. The MHC currently owns 100% Shares equal to two percent of the outstanding shares of OBA Bancorp. The MHC is Shares sold in the Offering to the PFS Community Foundation (the "Foundation"), a mutual holding company that has no stockholders and is controlled charitable foundation which will be formed to promote charitable activities, including community development activities, within the communities served by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares As a result of its stock the issuance of Common Stock to the public. Pursuant to Foundation the terms minimum number of Shares that will be outstanding following the Plan, upon completion of the Conversion will be 997,050 Shares, and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank maximum number of Shares that will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCoutstanding will be 1,551,293 Shares., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the a Washington state-chartered mutual holding company form of organization savings bank to the a Washington state-chartered stock holding company form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to Washington state law and federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, Washington Department of Financial Institutions (“WDFI”) and the corporate existence of the MHC and OBA Bancorp will ceaseFDIC. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 [Max Shares] shares (subject to increase up to 4,628,750 [S-Max Shares] shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of _______ ___, 200__ (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor of the MHC Bank as defined in the Planof _______ ___, 200__. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandClallam, King, Kitsup, Xxxxxx and Snohomish Counties, Washington. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __333-________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b the regulations of the Code of Federal Regulations WDFI and the FDIC (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (WDFI and the “OTS”) FDIC an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSWDFI and the FDIC. The Form AC has been approved by received the OTS approval of the WDFI and the non-objection of the FDIC and the related Prospectus has been authorized for use by the OTSWDFI and the FDIC. In addition, the Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S FR Y-3 Application (the “Holding Company Application”) to become a savings and loan bank holding company under the Home Owners’ Loan Act, as amended Bank Holding Company Act of 1956 (the “HOLABHCA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Meetinghouse Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 575,000 shares (subject to increase up to 4,628,750 661,250 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2010 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits as of December 31, 2011 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) each Officer, Employee or Director who is not an Eligible Account Holder or Supplemental Eligible Account Holder “Other Members of the MHC as defined in the PlanEligible Subscribers”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Massachusetts communities of MarylandDorchester and Xxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-180026) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual co-operative banks to stock form (including, Part 563b without limitation, Chapter 170 of the Massachusetts General Laws and Chapter 33 of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the Bank has filed with the Massachusetts Commissioner of Banks (the “Commissioner”) an application for conversion and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the Bank’s Notice and Information Statement for a Special Meeting of its Depositors relating to the Conversion (the “Information Statement”), the Pro Forma Valuation Report prepared by RP Financial, LC. (the “Appraisal”) and the Prospectus. In accordance with the rules and regulations of the Federal Regulations Deposit Insurance Corporation (the “FDIC”) governing the conversion of state chartered co-operative banks to stock form (including, without limitation, 12 C.F.R. Part 303, Subpart I and 12 C.F.R. 333.4), as amended (the “FDIC Regulations”, and together with the Massachusetts Conversion Regulations, the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision FDIC a notice and application for conversion (such notice and application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “OTSFDIC Conversion Application”) an Application For , and together with the Massachusetts Conversion on Form AC (Application, the “Form ACConversion Applications”), including copies of the Prospectus Information Statement, the Appraisal and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSProspectus. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S application on Form FRY-3 for approval, pursuant to Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended (the “FRB Regulations”), for the Holding Company to become a bank holding company with respect to the Bank (such application, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the a federally-chartered mutual holding company form of organization savings bank to the a federal stock holding company form of organization savings bank (the “Conversion”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Conversion will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and Office of Thrift Supervision (the corporate existence of the MHC and OBA Bancorp will cease“OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 3,208,500 shares (subject to increase up to 4,628,750 3,689,775 shares) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2007 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2008 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing who are residents of Xxxxx, Xxxxx, Harrison, Jefferson, Xxxxx and Washington Counties in the State of MarylandIndiana and Bullitt, Henry, Jefferson, Meade, Nelson, Xxxxxx, Xxxxxx, Xxxxxxx and Xxxxxxx Counties in Kentucky. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus (as hereinafter defined), upon completion immediately following the consummation of the Conversion and the OfferingConversion, subject to compliance with certain conditions as may be imposed by OTS, the MHC Company will contribute 110,000 shares of its common stock (the “Foundation Shares”) and OBA Bancorp will cease $100,000 in cash to exist and the Bank will be a wholly owned subsidiary of First Savings Charitable Foundation (the Company“Foundation”). The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-151636) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision (the “OTS”) OTS an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ * Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in In accordance with a Plan of Conversion from ------------ Mutual to Stock Organization (the plan "Plan" or "Plan of conversion and reorganization Conversion") adopted by the Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the ConversionBank, the Bank will become convert from a wholly owned subsidiary federally chartered mutual savings bank to a federally chartered stock savings bank and issue all of its outstanding capital stock to the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) _________ of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), Shares in a subscription offering (the “"Subscription Offering”") to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of April 30December 31, 2008 2001 (“"Eligible Account Holders”"), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2003 (“"Supplemental Eligible Account Holders”"), ; and (43) Other Members Members, as of the MHC Voting Record Date (as defined in the Plan), who are not Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members"). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the "Shares." Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” ," or "Direct Community Offering," and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") which may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of MarylandHopkins County, Kentucky ("Xxxxxxred Subscribers"). It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may Offering, at the request of the Company and the Bank, will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion Offering and the Offering, other activities described in the MHC and OBA Bancorp will cease Plan are referred to exist and herein as the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The BankCompany, in accordance with the plan its Plan of conversion Reorganization and reorganization Stock Issuance adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 1,467,400 shares (subject to increase up to 4,628,750 1,687,510 shares) (the "Shares") of its common stock, $0.01 par value per share (the “Shares” or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2006 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including plans of the employee stock ownership plan established by the Bank (the “ESOP”)Bank, (3) depositors of the Bank Bank, other than directors and officers of the Bank, with Qualifying Deposits as of September 30, 2007 ("Supplemental Eligible Account Holders"), and (4) depositors of the Bank as of _________ ___ (“2007, who are not Eligible Account Holders or Supplemental Eligible Account Holders”Holders ("Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a direct community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in counties in which the State of MarylandBank has offices. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community "Public Offering”") (the Subscription Offering, Community 1NEXT PAGE Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Public Offering. In December 2007The Company will issue the Shares at a purchase price of $10.00 per share (the "Purchase Price"). As part of the Reorganization (as defined below), and subject to compliance with certain conditions as may be imposed by regulatory authorities, the Bank’s mutual predecessor reorganized into Company will contribute to a new foundation, the mutual holding company form Sound Community Foundation (the "Charitable Foundation"), shares equal to 1.0% of organization by forming all shares issued and outstanding following the MHCOffering plus $200,000 in cash. The MHC currently owns 100shares contributed to the Charitable Foundation hereinafter being referred to as the "Charitable Foundation Shares." The Common Shares offered for sale in the Offering and the Charitable Foundation Shares contributed to the Charitable Foundation will in the aggregate represent a minority ownership interest of 45.0% of the Company's total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 SB-2 (File No. __________333-146196) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 1933, as amended, (the “"1933 Act”"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) of the 1933 Act Regulations from and after the time said prospectus is filed with the Commission. The Plan provides for the reorganization of the Bank into a two-tier mutual holding company structure, the issuance of all of the Bank's outstanding common stock to the Company, and the issuance of a majority of the outstanding common stock of the Company to the MHC (the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly owned subsidiary of the Company and the Company will be a majority owned subsidiary of the MHC. The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the "OTS"). In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion "MHC Regulations”"), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “OTS”) an Application For Conversion on Form AC (the “Form AC”"MHC Applications"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “"Appraisal”), ") and has filed such amendments thereto as may have been required by the OTS. The Form AC has MHC Applications have been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).2NEXT PAGE

The Offering. The BankCompany, in accordance with the plan Plan of conversion and reorganization Stock Issuance adopted by the Board Boards of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant the Bank which provides for an offering of up to 30.0% of the PlanCompany's common stock, par value $.01 per share ("Common Stock"), in compliance with Office of Thrift Supervision ("OTS") regulations (together with such amendments thereto and supplementary materials as may have been required through the date hereof, the Company "Plan"), will offer and sell up to 4,025,000 [ ] shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), Stock in a subscription offering (the “Subscription Offering”) to (1) depositors eligible account holders of record as of the Bank with Qualifying Deposits close of business on December 31, 2003 (as defined in the Plan) as of April 30, 2008 (“"Eligible Account Holders”"), ; (2) the Bank’s taxCompany's Tax-qualified employee benefit plansQualified Employee Plans; (3) supplemental eligible account holders of record as of the close of business on March 31, including 2005 ("Supplemental Eligible Account Holders"); and (4) directors, officers, and employees of the employee stock ownership plan established by Company or the Bank (the “ESOP”"Subscription Offering"). Concurrently with, (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”)at any time during, and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to promptly after the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering on a lowest priority basis, an opportunity to members of subscribe may also be offered to the general public to whom in a copy of the Prospectus (as hereinafter defined) is delivered direct community offering, with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for Dougherty, Lee, Xxxxxxxx and Worth counties in the Subscription Georgia (a "Direct Community Offering") and Community Offering may be offered to certain members of the general public on in a best efforts basis through public offering (a selected dealers agreement (the “Syndicated Community "Public Offering”) (the "), if necessary. The Subscription Offering, Direct Community Offering and Syndicated Community Public Offering are collectively referred to as the “"Offering”). ," and the Common Stock to be sold by the Company in the Offering are hereinafter called the "Shares." It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Direct Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. NEXT PAGE The Company has filed with the Securities and Exchange Commission (the “Commission”"SEC") a registration statement on Form S-1 SB-2 (File No. ___________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “"Registration Statement” " shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LCSEC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the an Ohio chartered mutual holding company form savings and loan association to an Ohio chartered stock savings and loan association, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 776,250 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 no par value per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of April 30December 31, 2008 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plansOhio State Financial Services, including the employee stock ownership plan established by the Bank Inc. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank Association with Qualifying Deposits as of ___________ September 30, 1997 (“"Supplemental Eligible Account Holders”"), and (4) the Association's Other Eligible Members of the MHC (as defined in the PlanAssociation's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Belmont County, Ohio (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The Pursuant to an agreement between the Bank, TFS and the MHC, the Bank will be released from the mutual holding company structure and become a mutual savings association. Thereafter, the Bank, in accordance with the plan Plan of conversion Conversion and reorganization Reorganization adopted by the Board of Directors of each of the OBA PartiesDecember __, 2004, as amended (the “"Plan”"), intends to convert from the mutual holding company form of organization to stock form. Also, pursuant to the stock Plan the Company will become the Bank's holding company form company. Collectively, these transactions are referred to as the "Conversion." The Conversion is being conducted in accordance with the laws of organization the United States and the applicable regulations of the Office of Thrift Supervision ("OTS") (such laws and the “Conversion”regulations of the OTS are referred to herein as the "Conversion Regulations"). In connection with the Conversion, the Bank Holding Company will become offer stock in a wholly owned subsidiary subscription offering (the "Subscription Offering") on a priority basis to (i) Eligible Account Holders (depositors at the close of business on September 30, 2003 with deposits of at least $50.00); (ii) the employee stock ownership plan of the Holding Company; (iii) Supplemental Eligible Account Holders (depositors at the close of business on December 31, 2004 with deposits of at least $50.00); and (iv) Other Members (depositors at the close of business on _______, 2005). Concurrently with, at any time during, or promptly after the Subscription Offering, and on a lowest priority basis, an opportunity to subscribe may also be offered, if necessary, to the corporate existence general public in a Direct Community Offering and/or a Syndicated Community Offering or a best efforts basis, as described in subsection 4(c) below, giving priority to natural persons residing in the Ohio Counties of Franklin and Cuyahoga. All capitalized terms used in this Agreement and not defined in this Agreement shall have the MHC and OBA Bancorp will ceasemeanings set forth in the Plan. Pursuant to the Plan, the Holding Company will offer is offering a minimum of 510,000 and sell up to 4,025,000 an anticipated maximum of 690,000 shares (subject to an increase up to 4,628,750 793,500 shares) of its common stock, $0.01 par value $.01 per share (the “Shares” or “"Common Shares”Stock"), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”and, if necessary, (i) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on and/or (ii) a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended Blue Hills Parties (the “Plan”), intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 24,150,000 shares (subject to increase up to 4,628,750 27,772,500 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30February 28, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), and (3) depositors employees, officers, directors, trustees and corporators of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”)Bank, the Mid-Tier and (4) Other Members of the MHC as defined in the Planwho do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State local community as defined in the Plan, and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) or to certain members of the general public in a firm commitment underwritten offering (the “Underwritten Offering”) with the Agent acting as sole book-running manager (the Underwritten Offering, Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-194486) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, Part 563b without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Federal Regulations Massachusetts Regulations), as from time to time amended or supplemented (the “Conversion Massachusetts Regulations”), the MHC has filed the Plan with the Office Massachusetts Division of Thrift Supervision Banks (the “OTSDivision”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto and supplementary materials as may have been required by to the OTS. The Form AC has been approved by date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the OTS “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal, and the related Prospectus has been authorized for use by the OTSProspectus. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company under Section 3 of the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (the “HOLABHCA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Control Act RegulationsApplications”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended Bank (the “"Plan”"), intends to convert from the a state chartered mutual holding company form savings bank to a state chartered stock savings bank, and to issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 6,936,513 shares (subject to increase up to 4,628,750 shares) of its common stock, par value $0.01 par value per share (the “"Shares” " or “"Common Shares”Stock"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) savings accounts of $50 or more as of April 30July 31, 2008 1996 (“"Eligible Account Holders”"), (2) the Company's and Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank 's Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank with Qualifying Deposits savings accounts of $50 or more as of ____December 31, 1997 ("Supplemental Eligible Account Holders") and (4) depositors of the Bank as of the Voting Record Date, _______ __, 1998 (“Supplemental Eligible Account Holders”"Other Members"), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a direct community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing and trusts of natural persons who are permanent residents of Kaxx, Cook and McXxxxx Xounties of Illinois (the "Local Community") ("Other Subscribers") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through by a selected selling group of broker-dealers agreement managed by Wexx (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. Collectively, these transactions are referred to herein as the "Conversion." In December 2007, connection with the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Conversion and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant pursuant to the terms of the PlanPlan as described in the Prospectus, upon completion immediately following the consummation of the Conversion and Conversion, subject to the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary approval of the Company. The Company has filed members of Bank and compliance with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses certain conditions as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated be imposed by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In additionregulatory authorities, the Company has filed with will contribute newly issued Common Stock equal to 8% of such Shares sold in the OTS an Application H-(e)l-S Conversion to the Elgin Financial Foundation (the “Holding Company Application”"Foundation") such shares hereinafter being referred to become a savings and loan holding company under as the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”"Foundation Shares").

The Offering. The BankOn June 13, in accordance with the plan of conversion and reorganization adopted by 2012, the Board of Directors of each the Bank adopted a Plan of the OBA PartiesConversion, as amended (the “Plan”), intends to convert which provides for (i) the conversion of the Bank from the mutual holding company form of organization to the stock holding company form of organization in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”) (the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, the Bank will become be a wholly owned subsidiary of the Holding Company, and the corporate existence . As part of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell is offering up to 4,025,000 3,220,000 shares (subject to increase to up to 4,628,750 3,703,000 shares) (the “Shares”) of its common stock, par value $0.01 par value per share (the “Shares” or “Common SharesStock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to (1) depositors the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Bank with Qualifying Deposits Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (as defined subject to increase to up to 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the Planfollowing order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of April 30the close of business on March 31, 2008 2011 (the “Eligible Account Holders”), ; (2ii) the Bank’s tax-tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on June 30, including the employee stock ownership plan established by the Bank 2012 (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), ; and (4iv) Other Members to depositors of the MHC Bank as defined in of August 2, 2012 (the Plan“Other Members”). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale Shares, if any, remaining after the Subscription Offering in the Community Offering on a community offering (priority basis to natural persons, including trusts of natural persons, residing in Baltimore City or the “Maryland Counties of Xxxx Arundel, Baltimore, Carroll, Harford, Xxxxxx and Queen Anne’s and then to the general public. In the event the Community Offering” and when referred to together with Offering is held, it may be held at any time during or subsequent to immediately after the Subscription Offering. Depending on market conditions, the “Subscription and Community Offering”) the Shares available for sale but not subscribed for or ordered in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to selected members of the general public through a syndicate of registered broker-dealers (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to whom a copy of be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State of Maryland. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged ; that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or and Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement Registration Statement on Form S-1 (File No. __________333-182151) (the “Registration Statement”), containing a prospectus relating in order to the Offering, for the registration of register the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereof and such amended prospectuses thereto as may have been required to the date hereof. The term hereof (the “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments”). The prospectus, as amended, on file with included in the Commission Registration Statement at the time the Registration Statement it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) Regulations differing from the prospectus on file included in the Registration Statement at the time the Registration Statement it initially became becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionCommission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In accordance connection with Title 12the Conversion, Part 563b of (i) the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision OCC an Application for Conversion (together with any other required ancillary applications and/or notices, the “OTSConversion Application”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed in accordance with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings Conversion Regulations and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the regulations promulgated thereunder Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Control Act Federal Reserve Board”) an application on Form H-(e)1-S to become a holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations”). Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 13, 2012 to be used in the Subscription Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Syndicated Community Offering.

The Offering. The BankCompany, in accordance with the plan Agreement and Plan of Conversion Merger dated as of November 14, 2014 (the “Merger Agreement”) by and among the Company, the Bank and St. Jxxxx, intends to acquire St. Jxxxx in connection with St. Jxxxx’ conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and reorganization immediately thereafter to cause St. Jxxxx to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of St. Jxxxx with the Bank, adopted by the Board of Directors of each of St. Jxxxx, the OBA Parties, as amended Company and the Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 97,963 shares (subject to increase up to 4,628,750 112,657 shares) of its common stock, $0.01 0.10 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank St. Jxxxx with Qualifying Deposits (as defined in the Plan) ), as of April September 30, 2008 2013 (“Eligible Account Holders”), (2) the BankCompany’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank St. Jxxxx with Qualifying Deposits (as defined in the Plan), as of ___________ [DATE] (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC St. Jxxxx as defined in the PlanPlan (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons residing in (including trusts of natural persons) who are residents of St. Jxxxx, Minnesota or Watonwan County, Minnesota, and second to the State Company’s existing shareholders as of Maryland___________. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankMHC, in accordance with the plan of conversion and reorganization as adopted by the Boards of Directors or Board of Directors Trustees, as applicable, of each of the OBA Parties, as amended Xxxxxxxx Parties (the “Plan”), intends to convert from the current mutual holding company form of organization to the a stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 4,945,000 shares (subject to increase up to 4,628,750 5,686,750 shares) of its common stock, $0.01 par value per share (the “Shares” or Common Stock”) (subject to increase up to 5,686,750 shares) (the “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2014 (“Eligible Account Holders”), (2) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of June 30, 2015 (“Supplemental Eligible Account Holders”), (3) the Bank’s tax-qualified employee benefit plans, including the its employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”), and (4) Other Members employees, officers, directors trustees and corporators of the Bank and the MHC as defined in the Planwho do not have a higher priority to purchase stock. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a direct community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State Massachusetts municipalities of MarylandAbington, Attleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, Xxxxxx, North Attleboro, Norton, Plainville, Quincy, Xxxxxxxx, Xxxxxx, Stoughton and Weymouth and the Rhode Island municipalities of Central Falls, Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and Woonsocket, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected syndicate of broker-dealers agreement organized by the Agent (the “Syndicated Community Offering”) or on a firm commitment basis through an underwritten public offering (the “Public Offering”) (the Subscription Offering, Community Offering and any Syndicated Community Offering or Public Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering, Syndicated Community Offering or Syndicated Community Public Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, Part 563b without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Federal Regulations Massachusetts Regulations), as from time to time amended or supplemented (the “Conversion Massachusetts Regulations”), the MHC has filed the Plan with the Office Massachusetts Division of Thrift Supervision Banks (the “OTSDivision”) an Application For Conversion on Form AC and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Form ACMassachusetts Conversion Application”), including copies of the Prospectus Bank’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion Valuation Appraisal Report prepared by RP Financial(the “Information Statement”), LC.the appraisal, dated September __as amended, 2009 and as amended or supplemented, regarding of the estimated aggregate pro forma value of the Common Shares Holding Company (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTSProspectus. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”) to become a savings and loan bank holding company under Section 3 of the Home Owners’ Loan ActBank Holding Company Act of 1956, as amended (the “HOLABHCA”) ), as in effect at the time and the regulations promulgated thereunder (FRB has approved the Holding Company Application. The Massachusetts Conversion Application, and the Holding Company Application are collectively referred to herein as the “Control Act RegulationsApplications.”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30, 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2009 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Maryland Counties of MarylandXxxxxxxxxx and Xxxxxx and the District of Columbia. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-161898) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __August 18, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become a wholly owned subsidiary convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the offering (the “Offering”); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 18,400,000 shares (subject to increase up to 4,628,750 21,160,000 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April November 30, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) but excluding the Bank’s 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ [ ], 2012 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State North Carolina Counties of MarylandBuncombe, Cleveland, Davidson, Gaston, Haywood, Henderson, Polk, Rockingham and Xxxxxxxxxx, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC Bank is a federal mutual holding company savings bank that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-178817) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialXxxxxxx Financial Advisors, LC.Inc., dated September __, 2009 2012 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”), intends to convert reorganize from a federally-chartered mutual savings bank into the mutual holding company form of organization to the stock holding company form of organization structure (the “ConversionReorganization”), and issue all of its issued and outstanding capital stock to the Company. In connection with The Reorganization will be accomplished pursuant to federal law and the Conversion, the Bank will become a wholly owned subsidiary rules and regulations of the Company, and Office of Thrift Supervision (the corporate existence of the MHC and OBA Bancorp will cease“OTS”). Pursuant to the Plan, the Company will offer and sell up to 4,025,000 776,250 shares (subject to increase up to 4,628,750 shares892,688) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2005 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by either the Bank or the Company (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ June 30, 2006 (“Supplemental Eligible Account Holders”), and (4) Other Members other depositor members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State who are residents of MarylandXxxx County, Illinois. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, The Common Shares offered for sale in the Bank’s mutual predecessor reorganized into the mutual holding company form Offering will represent a minority ownership interest of organization by forming the MHC. The MHC currently owns 10045% of the Company‘s total outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the CompanyCommon Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 SB-2 (File No. __________333- ) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 575 of the Code of Federal Regulations (the “Conversion Reorganization Regulations”), the MHC Bank has filed with the Office OTS a Form MHC-1 Notice of Thrift Supervision Mutual Holding Company Reorganization and a Form MHC-2 Application for Approval of a Minority Stock Issuance (by a Subsidiary of a Mutual Holding Company (collectively, the “OTS”) an Application For Conversion on Form AC (the “Form ACMHC-1/MHC-2 Application”), including the Prospectus and the Conversion Reorganization Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares . (the “Appraisal”), ) and has filed such amendments thereto as may have been required by the OTS. The Form AC MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S its application on Form H-(e)l (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners’ ‘ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization as adopted by the Board Boards of Directors of each of the OBA Parties, as amended West End Parties (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 _______ shares (subject to increase up to 4,628,750 ________ shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30March 31, 2008 2010 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of ___________ September 30, 2011 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons residing in the State Indiana Counties of MarylandUnion and Xxxxx, and next to cover orders of other persons residing in the Community, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December addition, in connection with the Plan, the Holding Company intends to establish the West End Bank Charitable Foundation (the “Foundation”) and upon consummation of the Conversion, donate $125,000 and 38,000 shares of Holding Company Common Stock to the Foundation. In 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorpthe Mid-Tier. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp The Mid-Tier currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp , The Mid-Tier has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp the Mid-Tier will cease to exist and the Bank will be a wholly owned subsidiary of the Holding Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-175509) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company Bank pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b 192 of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has Bank filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __June 10, 2009 2011 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSfederal regulators. The Form AC has been approved by the OTS Board of Governor’s of the Federal Reserve Board (“FRB”) and any other appropriate regulator and the related Prospectus has been authorized for use by the OTSFRB. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under Section 10 of the Home Owners’ Loan Act, as amended (“HOLA”) and ), as in effect at the regulations promulgated thereunder (the “Control Act Regulations”)time.

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization adopted by the its Board of Directors of each of the OBA Parties, as amended (the “"Plan”"), intends to convert from the a Louisiana chartered mutual holding company form savings association to a Louisiana chartered stock savings association, and will issue all of organization its issued and outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will offer and sell up to 4,025,000 2,990,000 shares (subject to increase up to 4,628,750 shares) of its common stock, par value, $0.01 par value .01 per share (the “"Shares” " or “"Common Shares”"), in a subscription offering (the “"Subscription Offering”") to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the PlanAssociation's Plan of Conversion) as of April September 30, 2008 1995 (“"Eligible Account Holders”"), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank GS Financial Corp. Employee Stock Ownership Plan (the “"ESOP”"), (3) depositors of the Bank Association with Qualifying Deposits as of ___________ December 31, 1996 (“"Supplemental Eligible Account Holders”"), and (4) the Association's Other Eligible Members of the MHC (as defined in the PlanAssociation's Plan of Conversion) and (5) employees, officers and directors of the Association. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” " and when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”") conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Orleans, St. Tammany and Jefferson Parishes, Louisiana (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC"Conversion., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”)."

The Offering. The Bank, in In accordance with the plan of conversion and reorganization as adopted by the Board of Directors of each of the OBA Parties, as amended Association (the “Plan”), the Association intends to convert from the current mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank Association will become a wholly owned subsidiary of the Holding Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 1495,000 shares (subject to increase up to 4,628,750 1,719,250 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) as of April June 30, 2008 2014 (“Eligible Account Holders”), (2) the BankAssociation’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association is establishing in connection with the conversion (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ (“Supplemental Eligible Account Holders”Holders (as defined in the Plan), and (4) Other Members of the MHC (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons (including trusts of natural persons) residing in the State Local Community (as defined in the Plan), and thereafter to cover orders of Marylandother members of the general public. It is anticipated that shares any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders order received in the Community Offering or the Syndicated Community Offering. In December 2007addition, pursuant to the Plan, in connection with the Offering, the Bank’s mutual predecessor reorganized into Association is establishing the mutual holding company form of organization by forming Central Federal Community Foundation, a charitable foundation (the MHC. The MHC currently owns 100% of “Foundation”), and the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders Holding Company expects to fund the Foundation with $100,000 in cash and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding remainder in shares of common stock equal to 4% of the BankShares sold the Offering (between 44,200 and 59,800 shares, subject to increase under certain circumstances to 68,770 shares) (the “Foundation Shares”). OBA Bancorp has not issued shares of its stock to In connection with the public. Pursuant to Conversion, the terms Association filed with the Office of the Plan, upon completion Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stock savings and loan association (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 192. The Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)1 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the Offeringregulations promulgated thereunder. In addition, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________333-206874) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankAssociation, in accordance with the its plan of conversion and reorganization ("Plan"), adopted by the its Board of Directors of each of the OBA Parties, as amended (the “Plan”)Directors, intends to convert from the a federal mutual holding company form savings and loan association to a federal stock savings and loan association and issue all of organization its outstanding capital stock to the stock holding company form of organization (the “Conversion”)Company. In connection with the Conversionaddition, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant pursuant to the Plan, the Company will intends to offer and sell up to 4,025,000 1,437,500 shares (subject to increase up to 4,628,750 shares) of its common stock, $0.01 par value per share (the “"Shares” " or “"Common Stock"), subject to possible increase to up to 1,653,125 Shares”), in a subscription offering (the “"Subscription Offering”") to (1i) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30Association on October 31, 2008 1995 (“"Eligible Account Holders”"), (2ii) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Association's Employee Stock Ownership Plan (the “"ESOP”"), (3iii) depositors in the Association on December 31, 1996 ("Supplemental Eligible Account Holders"), (iv) members of the Bank with Qualifying Deposits Association other than Eligible Account Holders and Supplemental Eligible Account Holders as of ___________ , 1997 (“Supplemental Eligible Account Holders”"Other Members"), and (4v) Other Members employees, officers and directors of the MHC as defined in the PlanAssociation. Subject to the prior subscription rights of the above-listed parties, the Company may offer is offering for sale in a community offering (the “"Community Offering” and " and, when referred to together with or subsequent to the Subscription Offering, the “"Subscription and Community Offering”) "), conducted concurrently with the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered ("Other Subscribers"), with a preference given first to natural persons residing who reside in Shelby County, Ohio ("Local Community") (all such offerees being referred to in the State of Marylandaggregate as "Eligible Offerees"). It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may will be offered to certain members of the general public on a best efforts basis through a selected dealers agreement arrangement (the “"Syndicated Community Offering”") (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “"Offering”"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Association may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007Collectively, these transactions are referred to herein as the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. "Conversion." The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement Registration Statement on Form S-1 (File No. __________) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offering for the registration of the Shares under the Securities Act of 1933 (the “"1933 Act”"), and has filed such amendments thereof thereto, if any, and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “"Prospectus,” " except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “"1933 Act Regulations”") differing from the prospectus on file at the time the Registration Statement initially became becomes effective, the term “"Prospectus” " shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC The Association has filed with the Office of Thrift Supervision (the “"OTS”") an Application For for Approval of Conversion on Form AC (the “Form AC”"Conversion Application"), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”)Prospectus, and has filed such amendments thereto thereto, if any, as may have been required by the OTSOTS pursuant to the Home Owners' Loan Act, as amended ("HOLA"), and 12 C.F.R. Part 563b ("Conversion Regulations"). The Form AC Conversion Application has been approved by the OTS and the related Prospectus and proxy statement has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)lapplication on Form H-(e) 1-S (the “"Holding Company Application”) "), and has filed such amendments thereto as may have been required by the OTS, to become a registered savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The BankCompany, in accordance with the plan Agreement and Plan of Conversion Merger dated as of September 9, 2014 (the “Merger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with Commonwealth’s conversion from the mutual form of organization to the stock form of organization (the “Conversion”), and reorganization immediately thereafter to cause Commonwealth to merge with and into the Bank, with the Bank as the resulting institution (the “Merger” and, together with the Conversion, the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Company, and the corporate existence of the MHC and OBA Bancorp will cease. Pursuant to the Plan, the Company will offer and sell up to 4,025,000 129,488 shares (subject to increase up to 4,628,750 148,911 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank Commonwealth with Qualifying Deposits (as defined in the Plan) $50.00 or more on deposit as of April 30the close of business on July 31, 2008 2013 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank Commonwealth (other than officers or directors of Commonwealth) with Qualifying Deposits $50.00 or more on deposit as of ___________ the close of business on December 31, 2014 (“Supplemental Eligible Account Holders”), and (43) Other Members other eligible depositors and eligible borrowers of Commonwealth as of the MHC as defined in the Planclose of business on _______, 2015 (“Other Members”). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the “Community Offering” and and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered delivered, with a preference given first to natural persons (including trusts of natural persons) residing in Mxxxxxxxxx County, Kentucky, next to stockholders of the State Company as of Marylandthe close of business on _______, 2015, and thereafter to cover orders of other members of the general public. It is anticipated that shares Shares not subscribed for in the Subscription and Community Offering may may, upon the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp will cease to exist and the Bank will be a wholly owned subsidiary of the Company. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. __________) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”), the MHC has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated September __, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Bank, in accordance with the plan of conversion and reorganization adopted by the Board of Directors of each of the OBA Parties, as amended Bank (the “Plan”), intends to convert from the mutual holding company form of organization to the stock holding company form of organization (the “Conversion”). In connection with the Conversion, the following will occur: (1) the Bank will become convert its charter to a wholly owned subsidiary federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the Companycapital stock issued by the Bank in connection with its conversion from the mutual to stock form, and the corporate existence for at least 50% of the MHC net proceeds of the Offering (as hereinafter defined); and OBA Bancorp (3) the Holding Company will ceaseissue shares of its common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer and sell up to 4,025,000 747,500 shares (subject to increase up to 4,628,750 859,625 shares) of its common stock, $0.01 par value per share (the “Shares” or “Common Shares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of April 30December 31, 2008 2014 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) depositors of the Bank with Qualifying Deposits as of ___________ March 31, 2016 (“Supplemental Eligible Account Holders”), and (4) Other Members of the MHC Bank as defined in the Plan. Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the State Illinois Counties of MarylandMadison or St. Clair, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In December 2007As a federally-chartered mutual savings and loan association, the Bank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that Bank has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC and OBA Bancorp legal existence of the Bank will cease to exist and not terminate but the Bank will be a wholly owned subsidiary continuation of the Companyentity of the mutual Bank and all property of the mutual Bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement on Form S-1 (File No. __________333-210109) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the CommissionSEC. In accordance connection with Title 12, Part 563b of the Code of Federal Regulations (the “Conversion Regulations”)Conversion, the MHC Bank has filed with the Office of Thrift Supervision the Comptroller of the Currency (the “OTSOCC”) an Application For Conversion on Form AC (the “Form ACConversion Application”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP FinancialKxxxxx & Company, LC.Inc., dated September __February 12, 2009 2016, and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments thereto as may have been required by the OTSOCC. The Form AC Conversion Application has been approved by the OTS OCC and the related Prospectus has been authorized for use by the OTSOCC. In addition, the Holding Company has filed with the OTS Board of Governors of the Federal Reserve System (the “FRB”) an Application H-(e)l-S on Form H-(e)l (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”). The Conversion Application and the Holding Company Application are referred to herein collectively as the “Reorganization Applications.”