AGENCY AGREEMENT

Exhibit 10

EXECUTION COPY

CAMPELLO BANCORP, INC.

(a Maryland Corporation)

Up to 2,300,000 Shares

(Subject to Increase Up to 2,645,000 Shares)

COMMON STOCK ($0.01 Par Value)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

Dated as of September 11, 2008

Stifel, Nicolaus & Company, Incorporated

650 Madison Avenue

10th Floor

New York, New York 10022

Ladies and Gentlemen:

The Community Bank, a Massachusetts co-operative bank (the “Bank”), Campello Bancorp, a Massachusetts mutual holding company and the current owner of 100% of the common stock of the Bank (the “MHC”) and Campello Bancorp, Inc., a Maryland corporation organized to be the successor to the MHC (the “Holding Company,” and collectively with the Bank, the MHC and each of their respective subsidiaries, the “Primary Parties”) hereby confirm, jointly and severally, their agreement with Stifel, Nicolaus & Company, Incorporated (the “Agent”), as follows:

Section 1. The Offering . On April 17, 2008, the Board of Directors of each of the Bank and MHC, adopted a Plan of Conversion and Reorganization, amended on June 19, 2008 and September 9, 2008 (the “Plan”) which provides for the conversion of the MHC from the mutual to the capital stock form of organization through the merger of MHC with the Bank, 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 Offerings (defined below) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 2,300,000 shares (subject to an increase up to 2,645,000 shares) (the “Shares”) of common stock, par value $0.01 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 (iii) a syndicated community offering (the “Syndicated Community Offering” and collectively with the Subscription Offering and the Community Offering, the “Offerings”), in connection with the Conversion. The Plan also provides that the Company shall

contribute shares in an amount of up to 4.75% of the Shares of its Common Stock sold in the Offerings (the “Foundation Shares”) and cash in an amount of up to 0.25% of the value of the Shares of its Common Stock sold in the Offerings, to a charitable foundation to be established by the Holding Company (the “Charitable Foundation”). References to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly-owned subsidiary of the Holding Company, as applicable.

Upon the completion of the Offerings, the purchasers of Shares in the Offerings will own up to 95.5% of the outstanding Common Stock and the Charitable Foundation will own up to 4.5% of the outstanding Common Stock. 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.

In the Subscription Offering, non-transferable rights to subscribe for between 1,700,000 and 2,300,000 Shares (subject to an increase up to 2,645,000 Shares) of the Common Stock (“Subscription Rights”) will be granted, in the following order of priority: (1) the Bank’s depositors with account balances of at least $50.00 as of the close of business on December 31, 2006 (“Eligible Account Holders”); (2) the Bank’s depositors, other than directors or officers of the Bank or corporators of MHC, and their associates, with account balances of at least $50.00 as of the close of business on March 31, 2008 (“Supplemental Eligible Account Holders”); (3) the Bank’s or the Holding Company’s tax-qualified employee stock benefit plans; and (4) the Bank’s employees, officers and directors and the corporators of MHC (the “Bank Participants”), subject to the priorities and purchase limitations set forth in the Plan. The Holding Company may offer Shares, if any, remaining after the Subscription Offering in a Community Offering on a priority basis to natural persons and trusts of natural persons residing within the Massachusetts municipalities of Abington, Acushnet, Attleborough, Barnstable, Berkley, Bourne, Brewster, Bridgewater, Brockton, Carver, Chatham, Dennis, Dighton, Duxbury, E. Bridgewater, Eastham, Easton, Fairhaven, Falmouth, Freetown, Halifax, Hanover, Hanson, Harwich, Kingston, Lakeville, Mansfield, Marion, Marshfield, Mashpee, Mattapoisett, Middleborough, North Attleborough, Norton, Norwell, Orleans, Pembroke, Plymouth, Plympton, Provincetown, Raynham, Rehoboth, Rochester, Rockland, Sandwich, Scituate, Taunton, Truro, Wareham, Wellfleet, West Bridgewater, Whitman and Yarmouth, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately 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 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 (“FINRA”).

It is acknowledged that the number of Shares to be sold in the Offerings may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offerings 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 and Syndicated Community Offering.

 

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The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-152391) 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 relating to the Offerings is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 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 amendments and supplements thereto from and after their dates of effectiveness or use, respectively.

In accordance with Chapter 167H, Section 9 of the Massachusetts General Laws and Chapter 33 of the Massachusetts Administration Code (the “Conversion Regulations”), the MHC and the Bank have filed with the Massachusetts Division of Banks (the “Division”) an Application for Conversion (the “Conversion Application”) and the MHC and the Bank have filed with the Federal Deposit Insurance Corporation (the “FDIC”) an Interagency Bank Merger Act Application (the “Merger Application). In connection with the Conversion, the Holding Company filed with the Federal Reserve Bank of Boston (the “FRB”) applications on Form FRY-3 and Form FRY-4 (the “BHC Application,” and together with the Conversion Application and the Merger Application, the “Applications”), for the Holding Company to become a bank holding company with respect to the Bank.

Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated September 11, 2008 of the Holding Company 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 a Syndicated Community Offering.

Section 2. Appointment of Agent . Subject to the terms and conditions of this Agreement, the Primary Parties hereby appoint the Agent to consult with, advise and assist the Primary Parties in connection with the sale of the Shares in the Offerings.

On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to use its best efforts to assist the Primary Parties with the solicitation of subscriptions and purchase orders for the Shares and agrees to consult with and advise the Primary Parties as to the matters set forth in Section 2 of the amended and restated letter agreement, effective as of April 23, 2008, between the MHC, the Bank and Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A ). It is acknowledged by the Primary Parties that the Agent shall not be obligated to purchase any Shares and shall not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. Except as provided in the last paragraph of this Section 2 and Section 13 hereof, the appointment of the Agent to provide services hereunder shall terminate upon consummation of the Offerings.

 

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If selected broker-dealers are used to assist in the sale of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in the Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering.

Section 3. Refund of Purchase Price . In the event that the Offerings are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,700,000 Shares during the Offerings (including any permitted extension thereof) or such other minimum number of Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and any persons who have subscribed for or ordered any of the Shares shall have refunded to them the full amount which has been received from such person, together with interest, if applicable, as provided in the Prospectus and the Plan. Upon termination of this Agreement, neither the Agent nor the Primary Parties shall have any obligation to the other except that (i) the Primary Parties shall remain liable for any amounts due pursuant to Sections 4, 9, 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant; and (ii) the Agent shall remain liable for any amount due pursuant to Sections 11 and 12 hereof, unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant.

Section 4. Fees . In addition to the expenses specified in Section 9 hereof, as compensation for the Agent’s services under this Agreement, the Agent has received or will receive the following fees from the Primary Parties:

(a) A conversion and depositor vote advisory and administrative services fee of $50,000 paid as follows: (i) $12,500 was paid upon execution of the Letter Agreement, (ii) $25,000 will be paid in connection with the initial filing of the Registration Statement, and (iii) $12,500 will be paid upon final approval by the Board of Directors of the Holding Company to commence the Offerings.

(b) A sales fee of one percent (1.0%) of the dollar amount of the Shares sold in the Subscription Offering and Community Offering, excluding (i) additional Shares sold pursuant to Section 4(c) below, (ii) Shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), (iii) Shares purchased by any tax-qualified or non-qualified employee benefit plans of the Bank or the officers, directors or employees (or members of their immediate families), and (iv) the Foundation Shares, which fee shall be paid at Closing (as defined in Section 5). For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, parents, siblings and children who live in the same house as the officer, director or employee.

(c) If any of the Shares remain unsubscribed after the Subscription Offering and Community Offering, at the request of the Holding Company, Agent, as sole manager, will form a group of approved broker-dealer firms (the “Assisting Brokers”) in accordance with

 

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Section 2 hereof for purposes of the Syndicated Community Offering. The fees payable by the Holding Company pursuant to this Section 4(c) will not exceed six percent (6.0%) of the aggregate dollar amount of the Shares sold in the Syndicated Community Offering. Of such fee, the Agent will receive one percent (1.0%) of the aggregate dollar amount of the Shares sold pursuant to this Section 4(c) as a management fee, and the Primary Parties will pay the remainder to the Assisting Brokers, which may include the Agent, in amounts relating to the number of Shares sold by such Assisting Brokers pursuant to this Section 4(c). All such fees payable under this Section 4(c) shall be in addition to all fees payable under Section 4(a) and 4(b) and shall be paid at Closing (as defined in Section 5). A form of Assisting Brokers Agreement is attached hereto as Exhibit B .

In the event that the Holding Company is required to resolicit subscribers for Shares in the Subscription Offering and Community Offering and the Agent is required to provide significant additional services in connection with such a resolicitation, the Primary Parties and the Agent shall mutually agree to the dollar amount of additional compensation due to the Agent, if any, which shall not exceed $50,000. Until any agreement called for by this paragraph is reached, the Agent shall not incur any expenses relating to any resolicitation in an amount that would cause the total expenses incurred by the Agent that are reimbursable by the Primary Parties pursuant to Section 9 hereof to be greater than those permitted without the prior written consent of the Holding Company or the Bank, which consent shall not be unreasonably withheld.

If this Agreement is terminated in accordance with the provisions of Section 3 or 14 hereof and the sale of the Shares is not consummated, the Agent shall not be entitled to receive the fees set forth in Sections 4(b)-(c), but the Agent will be entitled to retain the advisory and administrative services fee of $50,000 set forth in Section 4(a) and the Primary Parties will reimburse the Agent for its reasonable expenses pursuant to Section 9 hereof.

Section 5. Closing . If the minimum number of Shares required to be sold in the Offerings on the basis of the most recently updated Appraisal (as defined in Section 6(k)) are subscribed for at or before the termination date of the Offerings (which may be extended), and the other conditions (including those in Section 10) to the completion of the Conversion are satisfied, the Holding Company agrees to issue the Shares against payment therefor and issue and contribute the Foundation Shares on the Closing Time (as hereinafter defined) by the means authorized by the Plan and to deliver certificates evidencing ownership of the Shares and the Foundation Shares in such authorized denominations and registrations directly to the purchasers thereof or as instructed as promptly as practicable after the Closing Time. The closing (the “Closing”) shall be held at the offices of special counsel to the Primary Parties, or at such other place as shall be agreed upon among the Primary Parties and the Agent, at 10:00 a.m., Eastern Standard Time, on the business day selected by the Holding Company which business day shall be no less than two business days following the giving of prior notice by the Holding Company to the Agent or at such other time as shall be agreed upon by the Primary Parties and the Agent. At the Closing, the Primary Parties shall deliver to the Agent by wire transfer in same-day funds the commissions, fees and expenses owing to the Agent as set forth in Sections 4 and 9 hereof and the opinions required hereby and other documents deemed reasonably necessary for the Agent, including those required by Section 10 hereof, shall be executed and delivered to effect the sale of the Shares as contemplated hereby and pursuant to the terms of the Prospectus. The

 

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Holding Company shall notify the Agent when funds shall have been received for the minimum number of Shares of the Common Stock. The hour and date upon which the Holding Company shall release the Shares and the Foundation Shares for delivery in accordance with the terms hereof is referred to herein as the “Closing Time.”

The Agent shall have no liability to any party for the records or other information provided by the Primary Parties (or their respective agents) to the Agent for use in allocating the Shares. Subject to the limitations of Section 11 hereof, the Primary Parties shall indemnify and hold harmless the Agent for any liability arising out of the allocation of the Shares in accordance with (i) the Plan generally, and (ii) the records or other information provided to the Agent by the Primary Parties (or their respective agents).

Section 6. Representations and Warranties of the Primary Parties . The Primary Parties jointly and severally represent and warrant to the Agent that, except as disclosed in the Prospectus:

(a) Each of the Primary Parties has all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement. At the Closing Time, each of the Primary Parties will have all such power, authority, authorizations, approvals and orders as may be required to carry out the provisions and conditions hereof and to issue and sell the Shares and issue the Foundation Shares as provided herein and as described in the Prospectus. Subject to the receipt of corporator, member and regulatory approval, the consummation of the Conversion and the Offerings, the execution, delivery and performance of this Agreement and the Letter Agreement and the consummation of the transactions herein contemplated, including the establishment and funding of the Charitable Foundation, have been duly and validly authorized by all necessary corporate action on the part of the Primary Parties and, as of the Closing Time, will have been duly and validly authorized by all necessary corporate action on the part of each of the Primary Parties. This Agreement has been validly executed and delivered by each of the Primary Parties, and is a valid, legal and binding obligation of each of the Primary Parties, in each case enforceable in accordance with its terms, except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally, or the rights of creditors of savings institutions insured by the FDIC (including the laws relating to the rights of the contracting parties to equitable remedies).

(b) The Registration Statement was declared effective by the Commission on September 11, 2008; and no stop order has been issued with respect thereto and no proceedings related to the Prospectus have been initiated or to the knowledge of the Primary Parties threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations, and the Registration Statement, including the Prospectus (including any amendment or supplement thereto), any Blue Sky Application or any Sales Information (as such terms are defined in Section 11 hereof) authorized by the Primary Parties for use in connection with the Offerings did not contain any untrue statement of a material fact or omit to state any

 

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material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time any Rule 424(b) or (c) Prospectus was filed with the Commission and at the Closing Time referred to in Section 5, the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), any Blue Sky Application or Sales Information (as such terms are defined in Section 11 hereof) authorized for use by any of the Primary Parties in connection with the Offerings, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Primary Parties by the Agent expressly regarding the Agent for use in the Prospectus under the captions “Market for the Common Stock” and “The Conversion and Offering—Plan of Distribution; Selling Agent Compensation” or for use in any Blue Sky Applications (as defined below) or any Sales Information (as defined below).

(c) At the time of filing the Registration Statement and at the date hereof, the Holding Company was not, and is not, an ineligible issuer, as defined in Rule 405. At the time of the filing of the Registration Statement and at the time of the use of any issuer free writing prospectus, as defined in Rule 433(h), the Holding Company met the conditions required by Rules 164 and 433 for the use of a free writing prospectus. If required to be filed, the Holding Company has filed any issuer free writing prospectus related to the offered Shares at the time it is required to be filed under Rule 433 and, if not required to be filed, will retain such free writing prospectus in the Holding Company’s records pursuant to Rule 433(g) and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Shares the Holding Company will file or retain such free writing prospectus as required by Rule 433.

(d) As of the Applicable Time (as defined below), neither (i) the Issuer Represented General Free Writing Prospectus(es) (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”), nor (ii) any individual Issuer Represented Limited Use Free Writing Prospectus (as defined below), when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Shares or any Issuer Represented Free Writing Prospectus (as defined below) based upon and in conformity with written information furnished to the Primary Parties by the Agent specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

(1) “Applicable Time” means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Shares.

 

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(2) “Statutory Prospectus”, as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement relating to the offered Shares immediately prior to that time, including any document incorporated by reference therein.

(3) “Issuer Represented Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433(h) under the 1933 Act Regulations, relating to the offered Shares that is required to be filed with the Commission by the Holding Company. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 under the 1933 Act Regulations.

(4) “Issuer Represented General Free Writing Prospectus” means any Issuer Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

(5) “Issuer-Represented Limited Use Free Writing Prospectus” means any Issuer Represented Free Writing Prospectus that is not an Issuer Represented General Free Writing Prospectus. The term Issuer-Represented Limited Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) under the 1933 Act Regulations or otherwise, even though not required to be filed with the Commission.

(e) Each Issuer Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offerings and sale of the offered Shares or until any earlier date that the Holding Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement relating to the offered Shares, including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date of first use of an Issuer Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Holding Company has notified or will notify promptly the Agent so that any use of such Issuer Represented Free Writing Prospectus may cease until it is amended or supplemented and the Holding Company has promptly amended or will promptly amend or supplement such Issuer Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Primary Parties by the Agent specifically for use therein.

(f) The Plan has been duly adopted by the Board of Directors of the Bank. The Plan and the information statement with respect to the special meeting of the members of the Bank to approve the Conversion (the “Information Statement”) have been reviewed and deemed complete by the Division and the Division has authorized the Bank to distribute the Information Statement to the members of the Bank.

 

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(g) The Conversion Application has been reviewed and deemed complete by the Division. On or prior to the Closing Date, the Conversion Application will be approved by the Division. The Conversion Application, the Prospectus and the Information Statement did and will comply as to form in all material respects with the Conversion Regulations and any other applicable rules and regulations of the Division and the FDIC (except as modified or waived by the Division or the FDIC, as applicable). At the time of the approval and at all times subsequent thereto until the Closing Date, the Conversion Application, the Information Statement and the Prospectus (including any amendment or supplement thereto), did not and does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that representations or warranties in this subsection (g) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the Primary Parties by the Agent expressly regarding the Agent for use in the Prospectus under the captions “Market for the Common Stock” and “The Conversion and Offering—Plan of Distribution; Selling Agent Compensation” or for use in any Blue Sky Applications or any Sales Information.

(h) No order has been issued by the Division, the FDIC, the FRB, the Commission, or any other state or federal regulatory authority, preventing or suspending the use of the Registration Statement or the Prospectus and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Conversion or Offerings is pending or, to the knowledge of the Primary Parties, threatened.

(i) To the knowledge of the Primary Parties, no person has, or at the Closing Time will have, sought to obtain review of the final action of any state or federal regulatory authority in approving the Plan, the Conversion or the Applications, pursuant to the Conversion Regulations, the BHC Act or any other statute or regulation.

(j) The Holding Company has filed the BHC Application with the FRB and as of the Closing Date, the FRB will have approved the Holding Company’s acquisition of the Bank. The MHC and the Bank have filed the Merger Application with the FDIC and as of the Closing Date, the FDIC will have approved the merger of MHC and the Bank, with the Bank being the surviving entity. At the time the BHC Application is approved by the FRB and the Merger Application is approved by the FDIC, and at all times subsequent thereto until the Closing Time, the BHC Application and the Merger Application each complied and will comply as to form in all material respects with all applicable rules and regulations and did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(k) RP Financial, LC., which prepared the appraisal of the aggregate pro forma market value of the Common Stock on which the Offerings were based (the “Appraisal”), has advised the Primary Parties in writing that it is independent with respect to each of the Primary Parties within the meaning of the Conversion Regulations and the Primary Parties believe RP Financial, LC. to be an expert in preparing appraisals of savings institutions.

 

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(l) KPMG LLP, which certified the financial statements filed as part of the Registration Statement and the Applications, as applicable, has advised the Primary Parties that it is an independent registered public accounting firm within the meaning of the Code of Ethics of the American Institute of Certified Public Accountants (the “AICPA”), that it is registered with the Public Company Accounting Oversight Board (“PCAOB”), and that it is, with respect to each of the Primary Parties, an independent certified public accountant within the meaning of, and is not in violation of the auditor independence requirements of, the Securities Act, the Securities Act Regulations, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the regulations of the PCAOB (the “PCAOB Regulations”).

(m) The consolidated financial statements and the notes thereto which are included in the Registration Statement and which are a part of the Prospectus present fairly the financial condition and retained earnings of the MHC and the Bank as of the dates indicated and the results of operations and cash flows for the periods specified. The financial statements comply in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X of the Commission and accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods presented except as otherwise noted therein, and present fairly in all material respects the information required to be stated therein. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and any unaudited financial statements included in the Prospectus, and, as to the pro forma adjustments, the adjustments made therein have been properly and consistently applied on the basis described therein.

(n) Since the respective dates as of which information is given in the Registration Statement, including the Prospectus, other than as disclosed therein (i) there has not been any material adverse change in the condition (financial or otherwise), earnings, results of operations, capital, properties, assets, business affairs or prospects of any of the Primary Parties or of the Primary Parties considered as one enterprise, whether or not arising in the ordinary course of business (“Material Adverse Effect”); (ii) there has not been any material change in total assets of the Primary Parties or any material increase in the aggregate amount of loans past due ninety (90) days or more, or any real estate acquired by foreclosure or loans characterized as “in substance foreclosure”; nor has the Bank issued any securities or incurred any liability or obligation for borrowings other than in the ordinary course of business; and (iii) there have not been any material transactions entered into by any of the Primary Parties other than in the ordinary course of business. The capitalization, liabilities, assets, properties and business of the Primary Parties conform in all material respects to the descriptions thereof contained in the Prospectus and none of the Primary Parties has any material liabilities of any kind, contingent or otherwise, except as disclosed in Registration Statement or the Prospectus.

(o) The Holding Company is a corporation duly organized and in good standing under the laws of the State of Maryland, with corporate power and authority to own its properties and to conduct its business as described in the Registration Statement and the

 

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Prospectus, and is qualified to transact business and in good standing in each jurisdiction in which the conduct of business requires such qualification unless the failure to qualify in one or more of such jurisdictions would not have a Material Adverse Effect. As of the Closing Time, the Holding Company will have obtained all licenses, permits and other governmental authorizations required for the conduct of its business, except those that individually or in the aggregate would not have a Material Adverse Effect; and as of the Closing Time, all such licenses, permits and governmental authorizations will be in full force and effect, and the Holding Company will be in compliance therewith in all material respects.

(p) The Bank is a duly organized and validly existing Massachusetts co-operative bank, duly authorized to conduct its business as described in the Prospectus; the activities of the Bank are permitted by the rules, regulations and practices of the Division and the FDIC; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely affect the financial condition of the Primary Parties taken as a whole; all such licenses, permits and other governmental authorizations are in full force and effect and the Bank is in good standing under the laws of the Commonwealth of Massachusetts; all of the issued and outstanding capital stock of the Bank is duly and validly issued and fully paid and nonassessable; and as of the Closing Date, the Holding Company will directly own all of such capital stock free and clear of any mortgage, pledge, lien, encumbrance, claim or restriction. The Bank does not own equity securities or any equity interest in any other business enterprise except as otherwise described in the Prospectus.

(q) The MHC is duly organized and validly existing as a Massachusetts mutual holding company, duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus; the activities of the MHC are permitted by the rules, regulations and practices of the Division and the FDIC; the MHC has all licenses, permits and other governmental authorizations required for the conduct of its business except those that individually or in the aggregate would not have a Material Adverse Effect; all such licenses, permits and governmental authorizations are in full force and effect and the MHC is in compliance therewith in all material respects; the MHC is duly qualified as a foreign corporation to transact business in each jurisdiction in which the failure to be so qualified in one or more of such jurisdictions would have a Material Adverse Effect.

(r) The Bank is a member of the Federal Home Loan Bank of Boston (“FHLB of Boston”), and the deposit accounts of the Bank are insured by the FDIC up to applicable limits. Upon consummation of the Conversion, the Bank will establish a liquidation account for the benefit of the Bank’s depositors, in accordance with the Plan and the requirements of applicable Conversion Regulations.

(s) Prior to the completion of the Conversion, all of the Bank’s Common Stock is owned by the MHC. The Primary Parties do not, and as of the Closing Time will not, own any equity securities or any equity interest in any business enterprise except as described in the Prospectus.

 

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(t) No approvals are required to establish the Charitable Foundation and to contribute cash and the Foundation Shares thereto as described in the Prospectus other than those imposed by the Division, FDIC or FRB. The issuance of the Foundation Shares to the Charitable Foundation pursuant to the Plan has been registered pursuant to the Registration Statement.

(u) The only subsidiaries of the Bank are Windstream Insurance, Inc., a Massachusetts corporation (“Windstream”), Campello Securities Corporation, a Massachusetts corporation (“CSC”), and McCormick & Sons Insurance Agency, a Massachusetts corporation (“McCormick,” and together with Windstream and CSC, the “Bank Subsidiaries”). The only subsidiaries of the MHC are the Bank, Cody Services Corporation, a Massachusetts corporation (“Cody”) and Campello Capital Trust, a Delaware statutory trust (the “Trust,” and, together with the Bank and Cody, the “MHC Subsidiaries”). The Bank Subsidiaries and the MHC Subsidiaries are collectively referred to herein as the “Subsidiaries.” Each of the Subsidiaries is duly organized and validly existing, in good standing under the laws of the state of its organization, duly authorized to conduct its business as described in the Prospectus. Upon consummation of the Conversion, the only subsidiaries of the Holding Company will be the MHC Subsidiaries, and the only subsidiary of the Bank will be the Bank Subsidiaries. Except for the Bank Subsidiaries and except as set forth in the Prospectus, the Bank does not directly or indirectly, control any other corporation, limited liability company, partnership, joint venture, association, trust or other business organization.

(v) Upon consummation of the Conversion and the Offerings, the authorized, issued and outstanding equity capital of the Holding Company will be within the range set forth in the Prospectus under the caption “Capitalization” and no Shares of Common Stock have been or will be issued and outstanding prior to the Closing Time and the Shares to be subscribed for in the Offering and the Foundation Shares to be issued to the Charitable Foundation have been duly and validly authorized for issuance and, when issued and delivered by the Holding Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and the Prospectus (or contributed to the Charitable Foundation as it relates to the Foundation Shares), will be duly and validly issued and fully paid and nonassessable; the issuance of the Shares and the Foundation Shares are not subject to preemptive rights, except for the subscription rights granted pursuant to the Plan; and the terms and provisions of the Shares of Common Stock will conform in all material respects to the description thereof contained in the Prospectus. Upon issuance of the Shares and the Foundation Shares, good title to the Shares and the Foundation Shares will be transferred from the Holding Company to the purchasers of Shares against payment therefor in the Offerings (or contributed to the Charitable Foundation as it relates to the Foundation Shares) as set forth in the Plan and the Prospectus.

(w) The Primary Parties are not, and as of the Closing Time none of the Primary Parties will be, in violation of their respective charter or their respective bylaws, or in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture or other instrument to which they are a party or by which they, or any of their respective property, may be bound which would result in a Material Adverse Effect. The consummation of the transactions contemplated herein and in the Plan will not (i) conflict with or constitute a breach of, or default under, the charter or bylaws of Primary Parties, or conflict with or constitute a breach of, or default under, any material contract,

 

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lease or other instrument to which any of the Primary Parties has a beneficial interest, or any applicable law, rule, regulation or order that is material to the financial condition or results of operations of the Primary Parties; (ii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the Primary Parties except for such violations which would not have a Material Adverse Effect; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Primary Parties.

(x) No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of any of the Primary Parties, in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other material instrument or agreement to which any of the Primary Parties is a party or by which any of them or any of their property is bound or affected in any respect which, in any such case, would have a Material Adverse Effect, and all such agreements are in full force and effect; and no other party to any such agreements has instituted or, to the knowledge of the Primary Parties, threatened any action or proceeding wherein any of the Primary Parties is alleged to be in default thereunder under circumstances where such action or proceeding, if determined adversely to any of the Primary Parties, would have a Material Adverse Effect.

(y) The Primary Parties have good and marketable title to all assets which are material to the businesses of the Primary Parties and to those assets described in the Prospectus as owned by them, free and clear of all material liens, charges, encumbrances, restrictions or other claims, except such as are described in the Prospectus or which do not have a Material Adverse Effect; and all of the leases and subleases which are material to the businesses, financial condition, results of operations, capital and properties of the Primary Parties, including those described in the Registration Statement or Prospectus, are in full force and effect.

(z) The Primary Parties are not in violation of any directive from the Division, the FDIC, the FRB, the Commission, or any other agency to make any material change in the method of conducting their respective businesses; the Primary Parties have conducted and are conducting their respective businesses so as to comply in all respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the Division, the FDIC, the FRB and the Commission), except where the failure to so comply would not reasonably be expected to result in a Material Adverse Effect and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of any of the Primary Parties, threatened, which would reasonably be expected to materially and adversely affect the Conversion, the Offerings, the performance of this Agreement, or the consummation of the transactions contemplated in the Plan as described in the Registration Statement, or which would reasonably be expected to result in a Material Adverse Effect.

(aa) Prior to the Closing Time, the Primary Parties will have received an opinion of their counsel, Luse Gorman Pomerenk & Schick, P.C., with respect to the federal income tax consequences of the Conversion and Offerings, as described in the Registration Statement and the Prospectus, and an opinion from Chu, Ring & Hazel LLP with respect to the tax consequences of the Conversion and Offerings under the laws of the Commonwealth of

 

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Massachusetts and the facts and representations upon which such opinions will be based will be truthful, accurate and complete, and none of the Primary Parties will take any action inconsistent therewith.

(bb) The MHC and the Bank have timely filed all required federal, state and local tax returns, paid all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for similar future tax liabilities, and no deficiency has been asserted with respect thereto by any taxing authority.

(cc) No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required for the execution and delivery by the Primary Parties of this Agreement, or the sale and issuance of the Shares and the issuance of the Foundation Shares, except for (i) the approval of the Division, the FDIC, the FRB, and the Commission, (ii) the non-objection of FINRA and (iii) any necessary qualification, notification, or registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered for sale and the Foundation Shares are to be issued.

(dd) None of the Primary Parties has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans or other liabilities in the ordinary course of business or as described in the Prospectus); (ii) had any dealings with respect to sales of securities within the 12 months prior to the date hereof with any member of FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the Offerings and purchases and sales of U.S. government and agency and other securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except for the Letter Agreement and as contemplated hereunder; or (iv) engaged any intermediary between the Agent and the Primary Parties in connection with the Offerings or the offering of shares of the common stock of the Bank, and no person is being compensated in any manner for such services.

(ee) Neither the Primary Parties nor, to the knowledge of the Primary Parties, any employee of the Primary Parties, has made any payment of funds of the Primary Parties as a loan to any person for the purchase of Shares, except for the Holding Company’s loan to the employee stock ownership plan (“ESOP”) which will be used by the ESOP to purchase Shares, or has made any other payment or loan of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(ff) The Bank complies in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(gg) The Primary Parties have not relied upon Agent or its counsel for any legal, tax or accounting advice in connection with the Conversion.

(hh) The records of Eligible Account Holders, Supplemental Eligible Account Holders and Bank Participants are accurate and complete.

 

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(ii) The Primary Parties comply in all material respects with all laws, rules and regulations relating to environmental protection, and none of them has been notified or is otherwise aware that any of them is potentially liable, or is considered potentially liable, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any other Federal, state or local environmental laws and regulations; no action, suit, regulatory investigation or other proceeding is pending or, to the knowledge of the Primary Parties, threatened against the Primary Parties relating to environmental protection, nor do the Primary Parties have any reason to believe any such proceedings may be brought against any of them; and no disposal, release or discharge of hazardous or toxic substances, pollutants or contaminants, including petroleum and gas products, as any of such terms may be defined under federal, state or local law, has occurred on, in, at or about any facilities or properties owned or leased by any of the Primary Parties or in which the Bank has a security interest unless such disposal, release or discharge would not have a Material Adverse Effect.

(jj) All of the loans represented as assets in the most recent financial information of the MHC and the Bank included in the Prospectus comply with or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of 12 C.F.R. Part 226 (“Regulation Z”)), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not result in a Material Adverse Effect.

(kk) None of the Primary Parties are required to be registered as an investment company under the Investment Company Act of 1940.

(ll) In connection with the completion of the Conversion, the Holding Company will have effective disclosure controls and procedures (as such term is defined in Rule 13a-15 (e) of the 1934 Act) that comply with the requirements of the Exchange Act. The Holding Company maintains a system of internal controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; such internal controls are effective. Since the date of the latest audited financial statements included in the Prospectus, except as disclosed in the Prospectus, there has been no change in the Holding Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(mm) As of the date hereof, the articles of incorporation of the Holding Company have been filed with the Secretary of State of Maryland and are effective and in force.

(nn) The Primary Parties have taken all actions necessary to obtain at Closing Time a blue sky memorandum from Luse Gorman Pomerenk & Schick, P.C.

 

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Any certificates signed by an officer of any of the Primary Parties and delivered to the Agent or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the Primary Parties to Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

Section 7. Representations and Warranties of Agent . Agent represents and warrants to the Primary Parties that:

(a) Agent is a corporation and is validly existing and in good standing under the laws of the State of Missouri with full power and authority to provide the services to be furnished to the Primary Parties hereunder.

(b) The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by all necessary corporate action on the part of Agent, and each of this Agreement and the Letter Agreement is the legal, valid and binding agreement of Agent, enforceable in accordance with its terms except to the extent, if any, that the provisions of Sections 11 and 12 hereof may be unenforceable as against public policy, and except to the extent that such enforceability may be limited by bankruptcy laws, insolvency laws, or other laws affecting the enforcement of creditors’ rights generally or general equity principles.

(c) Each of Agent and its employees, agents and representatives who shall perform any of the services hereunder shall have, and until the Conversion and Offerings are consummated or terminated shall maintain all licenses, approvals and permits necessary to perform such services and shall comply in all material respects with all applicable laws and regulations in connection with the performance of such services.

(d) No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending, or to the knowledge of Agent threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement.

(e) Agent is registered as a broker/dealer pursuant to Section 15(b) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and is a member of FINRA.

(f) Any funds received in the Offerings by the Agent will be handled by the Agent in accordance with Rule 15c2-4 under the 1934 Act to the extent applicable.

Section 8. Covenants of the Primary Parties . The Primary Parties hereby jointly and severally covenant with the Agent as follows:

(a) The Holding Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel an opportunity to review and comment on such amendment or supplement or file any amendment or supplement to the Registration Statement to which amendment or supplement the Agent or its counsel shall reasonably object. The Holding

 

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Company will furnish promptly to Agent and its counsel copies of all correspondence from the Commission with respect to the Registration Statement and the Holding Company’s responses thereto.

(b) The Primary Parties will not, at any time after the date that any Applications are approved, file any amendment or supplement to such Applications without providing Agent and its counsel an opportunity to review and comment on such amendment or supplement or file any amendment or supplement to such Application to which amendment or supplement Agent or its counsel shall reasonably object. The Holding Company and the Bank will furnish promptly to Agent and its counsel copies of all correspondence from the Division, the FDIC or the FRB with respect to the Applications and the applicable responses thereto.

(c) The Holding Company represents and agrees that, unless it obtains the prior consent of Agent, and Agent represents and agrees that, unless it obtains the prior consent of the Holding Company, it has not made and will not make any offer relating to the offered Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act Regulations, or that would constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Holding Company and Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Holding Company represents that it has and will comply with the requirements of Rule 433 under the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Holding Company need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to Clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 under the 1933 Act Regulations.

(d) The Primary Parties will use their best efforts to cause the Division, the FRB and the FDIC to approve Conversion and the Holding Company’s acquisition of the Bank, as applicable, and will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-effective amendment to the Applications to be approved by the Division, the FDIC or the FRB, as applicable, and will immediately upon receipt of any information concerning the events listed below notify the Agent (i) when the Registration Statement, as amended, has become effective; (ii) when each of the Applications, as amended, have been approved by the Division, the FDIC or the FRB, as applicable; (iii) of the receipt of any comments from the Commission or any other governmental entity with respect to the Conversion or the transactions contemplated by this Agreement; (iv) of any request by the Commission, the Division, the FDIC, the FRB, or any other governmental entity for any amendment or supplement to the Registration Statement or the Applications or for additional information; (v) of the issuance by the Commission, the Division, the FDIC, the FRB, or any other governmental agency of any order or other action suspending the Conversion or the Offerings or the use of the Registration Statement, the Prospectus, the Information Statement or any other filing of the Primary Parties under the Conversion Regulations or other applicable law, or the threat of any such action; or (vi) of the issuance by the Commission, the Division, the FDIC, the FRB, or any Bank authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of any proceedings for that purpose. The Primary Parties will make every reasonable effort to prevent

 

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the issuance by the Commission, the Division, the FDIC, the FRB, or any other state or federal authority of any order referred to in (v) and (vi) above and, if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(e) The Primary Parties will deliver to Agent and to its counsel conformed copies of each of the following documents, with all exhibits: the Conversion Application, the Merger Application and the BHC Application, each as originally filed and each amendment or supplement thereto; the Registration Statement, as originally filed and each amendment thereto; and the Prospectus, including any amendments or supplements thereto. Further, the Primary Parties will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings. In addition, the Primary Parties will also deliver to the Agent such number of copies of the Prospectus, as amended or supplemented, as the Agent may reasonably request.

(f) The Primary Parties will comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Conversion and the transactions contemplated thereby imposed by the Commission, the Division, the FDIC, or the FRB, by applicable state law and regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act, and the rules and regulations of the Commission promulgated under the 1934 Act (the “1934 Act Regulations”), to be complied with prior to or subsequent to the Closing Time; and when the Prospectus is required to be delivered, the Primary Parties will comply in all material respects, at their own expense, with all requirements imposed upon them by the Division, the FDIC, the FRB, the Conversion Regulations (except as modified or waived by the Division, the FDIC or the FRB, as applicable, provided that, if any such modification or waiver is not in writing, the Primary Parties shall promptly notify the Agent in writing of the details of such modification or waiver), the Commission, by applicable state and federal law and regulations and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, in each case as from time to time in force, so far as is necessary to permit the continuance of sales or dealing in shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus.

(g) Each of the Primary Parties will inform Agent of any event or circumstance of which it is or becomes aware as a result of which the Registration Statement and/or Prospectus, as then supplemented or amended, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. If it is necessary, in the reasonable opinion of counsel for the Primary Parties, to amend or supplement the Registration Statement or the Prospectus in order to correct such untrue statement of a material fact or to make the statements therein not misleading in light of the circumstances existing at the time of their use, the Primary Parties will, at their expense, prepare, file with the Commission and the Division, the FDIC, or the FRB, as necessary, and furnish to Agent, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement and the Prospectus (in form and substance reasonably satisfactory to counsel for the Agent after a reasonable time for review) which will amend or supplement the Registration Statement and/or the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at

 

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the time, not misleading. For the purpose of this subsection, each of the Primary Parties will furnish such information with respect to itself as the Agent may from time to time reasonably request.

(h) Pursuant to the terms of the Plan, the Holding Company will endeavor in good faith, in cooperation with the Agent, to register or to qualify the Shares and Foundation Shares for offer and sale (or contribution to the Charitable Foundation in the case of the Foundation Shares) or to exempt such Shares and Foundation Shares from registration and to exempt the Holding Company and its officers, directors and employees from registration as broker-dealers, under the applicable securities laws of the jurisdictions in which the Offerings will be conducted; provided, however, that the Holding Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction in which it is not so qualified. In each jurisdiction where any of the Shares or Foundation Shares shall have been registered or qualified as above provided, the Holding Company will make and file such statements and reports in each year as are or may be required by the laws of such jurisdiction.

(i) The Holding Company will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the date hereof, without the Agent’s prior written consent, which consent shall not be unreasonably withheld, any shares of Common Stock other than in connection with any plan or arrangement described in the Prospectus.

(j) For a period of three years from the date of this Agreement, the Holding Company will furnish to the Agent upon request (i) a copy of each report of the Holding Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Holding Company is listed or quoted, (ii) a copy of each report of the Holding Company mailed to holders of Common Stock or non-confidential report filed with the Division, the FDIC, the FRB or any other supervisory or regulatory authority or any national securities exchange or system