Common use of The Offering Clause in Contracts

The Offering. The HF Parties, in accordance with the Plan of Conversion of Home Federal Savings and Loan Association of Grand Island, dated as of June 6, 2023 (the “Plan”), adopted by the Boards of Directors of the HF Parties, intend to convert from the mutual form of organization to a stock 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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 Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community 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 to natural persons residing in the Nebraska counties of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Xxxxxx. In the event a Community Offering is 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 Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,720,000 shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal The Seneca Falls Savings and Loan Association of Grand IslandBank, MHC, dated as Axxxxx 00, 0000 (xxx “Xxxx”), XXX is offering shares of June 6common stock, 2023 $0.01 par value per share, for sale at $10.00 per share (the “PlanPurchase Price”), adopted by ) in connection with the Boards of Directors conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with aggregate account balances of at least $50.00 or more on deposit as of the close of business on March July 31, 2022 2019 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of the Company Bank or the Commercial Bank, including the employee stock ownership plan and the Generations Bank 401(k) Plan (the “Tax-Qualified Employee 401(k) Plan”); (iii) third, (3) depositors of the Bank or the Commercial Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on June September 30, 2023 2020 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of at the close of business on November 13_________ __, 2015 whose borrowing remains outstanding as of the close of business on August 2, 20232020 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons residing (including trusts of natural persons) in Cayuga, Seneca, Ontario and Orleans counties in New York; (ii) the Nebraska counties Company’s public stockholders at the close of Xxxxxbusiness on __________ __, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx 2020; and Xxxxxx. In (iii) other members of the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 2,720,000 shares 1,277,125 Shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) 1,727,875 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 847,875 Shares and 1,147,125 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. GBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF PartiesOn July 26, in accordance with 2007, the Board of Directors of the Bank adopted a Plan of Conversion of Home Federal Savings and Loan Association of Grand Island, dated as of June 6, 2023 (the “Plan”), adopted by ) pursuant to which the Boards of Directors of the HF Parties, intend to Bank will convert from the a New Jersey-chartered mutual form of organization savings bank to a New Jersey-chartered stock savings bank form of organization (the “Conversion”) in compliance accordance with applicable federal laws law, New Jersey law and the applicable rules and regulations of the Board of Governors of the Federal Reserve System Deposit Insurance Corporation (the “Federal ReserveFDIC”) and the Office New Jersey Department of the Comptroller of the Currency Banking and Insurance (the “OCCDepartment of Banking”), 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 Company Company, a newly formed Maryland corporation, will offer shares of its common the Company’s stock, par value $0.01 par value per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to $1.2 million in cash and 851,690 shares of Common Stock to The CapeBank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Cape Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between 7,820,000 and 10,580,000 shares (subject to an increase up to 12,167,000 shares) of Common Stock will be granted (the “Subscription Rights”), in the following order of priority: (1) the Bank’s depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 2006 (“Eligible Account Holders”); (2) the Bank’s tax-qualified employee benefit plans; (3) the Bank’s depositors with account balances of at least $50.00 as of the close of business on September 30, 2007 (“Supplemental Eligible Account Holders”) ); and (4) the Bank’s depositors of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of , 2007 (the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023“Other Member Record Date”) who were not able to subscribe for Shares under categories (1) or (3). The Company may offer Shares (as hereinafter defined), if any, remaining after shares of Common Stock for which subscriptions have not been received in the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”, with preference given (i) with a preference first to natural persons residing in Atlantic or Cape May Counties, New Jersey, (ii) then to shareholders of Boardwalk Bancorp, Inc. (“Boardwalk Bancorp”) as of the Nebraska counties record date of Xxxxxthe Boardwalk Bancorp shareholders’ meeting to vote on the proposed acquisition of Boardwalk Bancorp by the Company, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Xxxxxx(iii) then to the general public. In the event a Community Offering is held, it may be held at any time during or promptly immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered in the Syndicated Community Offering to certain selected members of the general public on through a best efforts basis syndicate of registered broker-dealers managed by the Agent which are members of the National Association of Securities Dealers, Inc. 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 maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Offering, the Company will acquire Boardwalk Bancorp, a New Jersey corporation, in a merger transaction (the “Syndicated Community OfferingMerger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as described of July 26, 2007. Boardwalk Bancorp is the holding company for Boardwalk Bank, a New Jersey chartered commercial bank (“Boardwalk Bank”). The Merger will be accomplished in Section 4(a)(3accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department of Banking and the Federal Reserve Board of Philadelphia (the “FRB”), which laws and regulations are collectively referred to as the “Merger Regulations,” and together with the FDIC, Department of Banking and Office of Thrift Supervision (the “OTS”) below. regulations governing the Offering, the “Conversion Regulations.” Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Boardwalk Bancorp common stock (the “Boardwalk Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Boardwalk Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Boardwalk Bancorp shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Boardwalk Common Stock and the maximum number of Boardwalk Bancorp shares converted into the right to receive stock consideration will be 50% of the total outstanding shares of Boardwalk Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Boardwalk Common Stock will be canceled and exchange for a cash payment from the Company equal to the excess of the $23.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering will proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering will be consummated, subject to receipt of necessary regulatory and member approvals. Boardwalk Bancorp, Boardwalk Bank and their subsidiaries are sometimes referred to as the “Boardwalk Parties” herein. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-146178) in order to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it 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 regulations of the Commission under the Securities Act differing from the prospectus included in the Registration Statement at the time it initially 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Boardwalk Bancorp stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the OTS; (ii) a Notice of Intent to Convert to Stock Form (the “FDIC Conversion Notice”) has been filed with the FDIC; and (iii) an application to convert to stock form (the “New Jersey Conversion Application”) has been filed with the Department of Banking. The Holding Company Application, the FDIC Conversion Notice and the New Jersey Conversion Application are referred to herein as the “Conversion Applications.” The FDIC Conversion Notice and New Jersey Conversion Application include, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) a letter application (the “New Jersey Merger Application”) has been filed with the Department of Banking; (ii) an Interagency Bank Merger Act Application (the “FDIC BMA Application”) has been filed with the FDIC; and (iii) a Notice of Acquisition of Boardwalk Bancorp and Boardwalk Bank (the “FRB Merger Notice”) has been filed with the FRB. The New Jersey Merger Application, the FDIC BMA Application and the FRB Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is offering a minimum delivering to the Agent copies of 2,720,000 shares and a maximum of 3,680,000 shares (subject the Prospectus, dated November , 2007, to increase up to 4,232,000 shares) of Common Stock (the “Shares”) be used in the Subscription Offering, Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Community Offering and/or the Syndicated Community Offering (collectivelyand/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the “Offering”). The Company will sell Company, Boardwalk Bancorp, Boardwalk Bank, the Shares in Foundation, the Common Stock, the Offering at $10.00 per share. If and the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanMerger.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion of Home Federal Savings and Loan Association of Grand IslandNorth Shore MHC, dated as of June 6July 19, 2023 2021 and amended on September 8, 2021 (the “Plan”), adopted by NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank North Shore Trust and Savings with aggregate account balances of at least $50.00 as of the close of business or more on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 deposit as of the close of business on June 30, 2023 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of North Shore Trust and Savings, including the employee stock ownership plan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on _____________ __, 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of North Shore Trust and Savings at the Bank close of business on August 2, 2023 the Voting Record Date who is not an Eligible Account Holder Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and each borrower certain borrowers as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023specified eligibility dates (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons (including trusts of natural persons) residing in Lake County in the Nebraska counties State of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx Illinois; and Xxxxxx. In (ii) other members of the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 2,720,000 shares 3,400,000 Shares and a maximum of 3,680,000 shares 4,600,000 Shares (subject to an increase up to 4,232,000 5,290,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company Upon completion of the Conversion, NSTS Bancorp will be organized as a fully public stock holding company, with North Shore Trust and Savings as a wholly-owned subsidiary of NSTS Bancorp. NSTS Bancorp will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal Savings and Loan Association of Grand IslandCF Mutual Holding Company, dated as of June 6July 17, 2023 2019 (the “Plan”), adopted by CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business or more on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 deposit as of the close of business on June 30, 2023 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of at the close of business on November 134, 2015 whose borrowing remains outstanding as 2019, and each borrower of the Bank at the close of business on August 2January 21, 20232015, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons residing (including trusts of natural persons) in the Nebraska counties of XxxxxButler, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, MerrickClermont, Xxxxxxxx and Xxxxxx. In Xxxxxx counties in Ohio, Dearborn County in Indiana, and Xxxxx, Xxxxxxxx and Xxxxxx counties in Kentucky; (ii) the event a Community Offering is heldCompany’s public stockholders at the close of business on November 4, it may be held at any time during or promptly after 2019; and (iii) other members of the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. Pursuant to the Plan, the Company CBI is offering for sale a minimum of 2,720,000 shares 1,062,394 Shares and a maximum of 3,680,000 shares 1,437,356 Shares (subject to an increase up to 4,232,000 shares) of Common Stock (the “1,652,960 Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of CBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI expects to issue up to 1,150,144 Shares in the exchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal The Seneca Falls Savings and Loan Association of Grand IslandBank, MHC, dated as Axxxxx 00, 0000 (xxx “Xxxx”), XXX is offering shares of June 6common stock, 2023 $0.01 par value per share, for sale at $10.00 per share (the “PlanPurchase Price”), adopted by ) in connection with the Boards of Directors conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with aggregate account balances of at least $50.00 or more on deposit as of the close of business on March July 31, 2022 2019 (“Eligible Account Holders”); (ii) second, (2) tax-qualified employee plans of the Company Bank or the Commercial Bank, including the employee stock ownership plan and the Generations Bank 401(k) Plan (the “Tax-Qualified Employee 401(k) Plan”); (iii) third, (3) depositors of the Bank or the Commercial Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on June September 30, 2023 2020 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of at the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 20232020 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons residing (including trusts of natural persons) in Cayuga, Seneca, Ontario and Orleans counties in New York; (ii) the Nebraska counties Company’s public stockholders at the close of Xxxxxbusiness on November 2, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx 2020; and Xxxxxx. In (iii) other members of the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 2,720,000 shares 1,277,125 Shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) 1,727,875 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 847,875 Shares and 1,147,125 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. GBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal Savings and Loan Association of Grand IslandMagyar Bancorp, MHC, dated as of June 6February 25, 2023 2021 (the “Plan”), adopted by the Boards Company is offering shares of Directors common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan; (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of at the close of business on November 13May 3, 2015 whose borrowing remains outstanding as 2021 (“Other Depositors”). Shares of Common Stock offered in the close of business on August 2Subscription Offering, 2023. The Company may offer Shares Community Offering (as hereinafter defined), if any, remaining after defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons residing (including trusts of natural persons) in Middlesex, Somerset, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of the Nebraska counties of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Xxxxxx. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(ii) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,720,000 shares 2,890,000 Shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) 3,910,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Primary Parties, in accordance with the Amended and Restated Plan of Conversion From Mutual to Stock Form of Home Federal Organization of Somerset Savings and Loan Association of Grand IslandBank, SLA, dated as of July 25, 2022 and amended as of March 7, 2023, June 630, 2023 and July 10, 2023 (the “Plan”), adopted by the Boards of Directors of the HF Primary Parties, intend for the Bank to convert from the a New Jersey chartered mutual form of organization savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank form of organization to be named “Somerset Regal Bank” (collectively, 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”) and ), the Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), 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 Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 31June 30, 2022 2021 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”) ), and (4) depositors Voting Members of the Bank Bank. In addition, the Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $920,000 in cash and up to 460,000 shares of Common Stock, in an aggregate amount equaling up to $5,520,000 based on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as the $10.00 per share purchase price of the close of business on November 13, 2015 whose borrowing remains outstanding Common Stock sold in the Offering (as of the close of business on August 2, 2023defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community 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 to natural persons (including trusts of natural persons) residing in the Nebraska counties New Jersey Counties of XxxxxHunterdon, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx Middlesex and XxxxxxSomerset. In the event a Community Offering is 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 Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,720,000 6,800,000 shares and a maximum of 3,680,000 9,200,000 shares (subject to increase up to 4,232,000 10,580,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is 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 Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanPlan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023 and July 10, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal Savings and Loan Association of Grand IslandCF Mutual Holding Company, dated as of June 6July 17, 2023 2019 (the “Plan”), adopted by CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business or more on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 deposit as of the close of business on June 30, 2023 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of at the close of business on November 134, 2015 whose borrowing remains outstanding as 2019, and each borrower of the Bank at the close of business on August 2January 21, 20232015, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons residing (including trusts of natural persons) in the Nebraska counties of XxxxxButler, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, MerrickClermont, Xxxxxxxx and Xxxxxx. In Xxxxxx counties in Ohio, Dearborn County in Indiana, and Xxxxx, Xxxxxxxx and Xxxxxx counties in Kentucky; (ii) the event a Community Offering is heldCompany’s public stockholders at the close of business on ____________, it may be held at any time during or promptly after 2019; and (iii) other members of the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. Pursuant to the Plan, the Company CBI is offering for sale a minimum of 2,720,000 shares 1,062,394 Shares and a maximum of 3,680,000 shares 1,437,356 Shares (subject to an increase up to 4,232,000 shares) of Common Stock (the “1,652,960 Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of CBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI expects to issue up to 1,150,144 Shares in the exchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Primary Parties, in accordance with the Amended and Restated Plan of Conversion From Mutual to Stock Form of Home Federal Organization of Somerset Savings and Loan Association of Grand IslandBank, SLA, dated as of June 6July 25, 2022 and amended as of March 7, 2023 (the “Plan”), adopted by the Boards of Directors of the HF Primary Parties, intend for the Bank to convert from the a New Jersey chartered mutual form of organization savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank form of organization to be named “Somerset Regal Bank” (collectively, 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”) and ), the Office of the Comptroller of the Currency Federal Deposit Insurance Corporation (the “OCCFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), 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 Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 31June 30, 2022 2021 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30[•], 2023 (“Supplemental Eligible Account Holders”) ), and (4) depositors Voting Members of the Bank Bank. In addition, the Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $1,323,000 in cash and up to 661,250 shares of Common Stock, in an aggregate amount equaling up to $7,935,500 based on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as the $10.00 per share purchase price of the close of business on November 13, 2015 whose borrowing remains outstanding Common Stock sold in the Offering (as of the close of business on August 2, 2023defined below). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community 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 to natural persons (including trusts of natural persons) residing in the Nebraska counties New Jersey Counties of XxxxxHunterdon, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx Middlesex and XxxxxxSomerset. In the event a Community Offering is 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 Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,720,000 8,500,000 shares and a maximum of 3,680,000 11,500,000 shares (subject to increase up to 4,232,000 13,225,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is 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 Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the PlanPlan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. The HF Parties, in accordance with the Plan of Conversion of Home Federal Savings and Loan Association of Grand Island, dated as of June 6, 2023 (the “Plan”), adopted by the Boards of Directors of the HF Parties, intend to convert from the mutual form of organization to a stock 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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 Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank on August 2, 2023 who is are not an Eligible Account Holder Holders or Supplemental Eligible Account Holder, and each borrower as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community 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 to natural persons residing in the Nebraska counties of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Xxxxxx. In the event a Community Offering is 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 Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,720,000 shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF PartiesFullerton, in accordance with the its Plan of Conversion Merger, as amended, adopted by its Board of Home Federal Savings Directors and Loan Association the Board of Grand Island, dated as Directors of June 6, 2023 the Bank (the “Plan”), adopted and the Agreement and Plan of Conversion Merger entered into as of May 11, 2011, by and between Fullerton, the Boards Bank and the Holding Company, as amended on June 1 and June 2, 2011 by Fullerton and the Bank, respectively (“Agreement and Plan of Directors of the HF PartiesConversion Merger”), intend intends to convert from the a federally-chartered mutual form of organization savings association to a federal stock bank form of organization savings association (the “Conversion”) ), and issue all of its issued and outstanding capital stock to the Holding Company, which will purchase such shares in compliance exchange for the consideration set forth in the Agreement and Plan of Conversion Merger. Immediately thereafter, Fullerton will merge with and into the Bank (the “Merger,” and when referred to together with the Conversion, the “Conversion Merger”). The Conversion Merger will be accomplished pursuant to federal laws law and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of the Currency (the “OCC”), 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 References to the OCC shall have the meanings set forth in the Plan. In connection with the Conversioninclude, as applicable, the Office of Thrift Supervision, as its predecessor agency. Pursuant to the Plan and the Agreement and Plan of Conversion Merger, the Holding Company will offer and sell up to 48,936 shares (subject to increase up to 56,276 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to (1) depositors of Fullerton with Qualifying Deposits (as defined in the Bank with aggregate account balances of at least $50.00 Plan) as of the close of business on March December 31, 2022 2009 (“Eligible Account Holders”), ) (2) tax-the Bank’s tax qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)stock ownership plan, (3) depositors of the Bank Fullerton with aggregate account balances of at least $50.00 Qualifying Deposits as of the close of business on June 30, 2023 2011 (“Supplemental Eligible Account Holders”) ), and (4) depositors other depositor members of Fullerton as of August 3, 2011 (“Other Members”). Subject to the prior subscription rights of the Bank on August 2above-listed parties, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Holding Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering for sale in a community offering (the “Community Offering” and, when referred to together with the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for 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 who are residents of Baltimore City or Baltimore County, Maryland followed by the Nebraska counties trustees of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx the Holding Company 2010 Recognition and XxxxxxRetention Plan and Trust Agreement. In the event a the Community Offering is held, it may be held at any time during or promptly immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the The Subscription Offering or purchased in the and Community Offering may, are collectively referred to as the “Offering.” The Holding Company will issue the Shares at the request a purchase price of the Company, be offered to certain members of the general public on a best efforts basis $14.10 per share (the “Syndicated Community Offering”) as described in Section 4(a)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,720,000 shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “OfferingPurchase Price”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, as where applicable. The It is acknowledged that the number of Shares offered for sale to be sold in the Offering will represent 100% may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-174813) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time 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 Company’s outstanding shares 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially 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 and shall include any supplements and amendments thereto from and after their dates of Common Stock upon completion of effectiveness or use, respectively. In connection with the Conversion Merger, (i) Fullerton has filed with the OCC an Application for Conversion on Form AC (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 PlanConversion Regulations, (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the FRB in accordance with the Conversion Regulations, and (iii) the Bank has filed with the OCC an Interagency Bank Merger Application (together with any other required ancillary applications and/or notices, the “Merger Application”). Collectively, the Conversion Application, the Holding Company Application and the Merger Application may also be referred to as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 12, 2011 to be used in the Subscription Offering and Community Offering (if any).

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion of Home Federal Savings and Loan Association of Grand IslandNorth Shore MHC, dated as of June 6July 19, 2023 2021 and amended on September 8, 2021 (the “Plan”), adopted by NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank North Shore Trust and Savings with aggregate account balances of at least $50.00 as of the close of business or more on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 deposit as of the close of business on June 30, 2023 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of North Shore Trust and Savings, including the employee stock ownership plan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on September 30, 2021 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of North Shore Trust and Savings at the Bank close of business on August 2, 2023 the Voting Record Date who is not an Eligible Account Holder Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and each borrower certain borrowers as of the close of business on November 13, 2015 whose borrowing remains outstanding as of the close of business on August 2, 2023specified eligibility dates (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) natural persons (including trusts of natural persons) residing in Lake County in the Nebraska counties State of Xxxxx, Buffalo, Clay, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx Illinois; and Xxxxxx. In (ii) other members of the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may 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)(3subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 2,720,000 shares 3,400,000 Shares and a maximum of 3,680,000 shares 4,600,000 Shares (subject to an increase up to 4,232,000 5,290,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company Upon completion of the Conversion, NSTS Bancorp will be organized as a fully public stock holding company, with North Shore Trust and Savings as a wholly-owned subsidiary of NSTS Bancorp. NSTS Bancorp will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The HF Parties, in In accordance with the that certain Plan of Conversion and Reorganization of Home Federal Savings and Loan Association of Grand IslandFirst Seacoast Bancorp, MHC, dated as of June 6August 11, 2023 2022 (the “Plan”), adopted by FSBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the Boards of Directors “Purchase Price”) in connection with the conversion of the HF Parties, intend to convert MHC from the mutual form of organization holding company to a the stock bank holding company 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”) and the Office of the Comptroller of the Currency (the “OCC”), 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. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company FSBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to to: (1i) first, depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business or more on March 31, 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 deposit as of the close of business on June 30, 2023 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan (the “ESOP”) and the 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2022 (“Supplemental Eligible Account Holders”) ); and (4iv) depositors fourth, each depositor of the Bank at the close of business on August 2November 3, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, 2022 and each borrower of the Bank as of July 16, 2019, whose borrowings remained outstanding as of the close of business on November 133, 2015 whose borrowing remains outstanding as of the close of business on August 2, 20232022 (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after not purchased in the Subscription Offering may be offered for sale to the general public in a community 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 to given to: (i) first, natural persons residing (including trusts of natural persons) in the Nebraska New Hampshire counties of XxxxxRockingham and Xxxxxxxx; (ii) second, Buffalothe Company’s public stockholders at the close of business on November 3, Clay2022; and (iii) third, Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Xxxxxx. In other members of the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offeringgeneral public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, may be offered to certain members of the general public public, on a best efforts basis through a selected dealers agreement, in a syndicated community offering (the “Syndicated Community Offering”) as described in Section 4(a)(3subsection 4(a)(iii) below. Pursuant to the Plan, the Company FSBI is offering for sale a minimum of 2,720,000 shares 2,805,000 Shares and a maximum of 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) 3,795,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of FSBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of FSBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, FSBI expects to issue between 2,272,492 Shares and 3,074,548 shares of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold in the Offering. Upon completion of the Conversion, FSBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of FSBI. FSBI will sell the Shares in the Offering at $10.00 per sharethe Purchase Price. If the number of Shares offered for sale is 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 will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.