Common use of The Offering Clause in Contracts

The Offering. The Primary Parties, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHC, dated as of March 2, 2021 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), 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 $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member of the Bank at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). 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 Milwaukee, Waukesha and Ozaukee counties in the state of Wisconsin. 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 2,618,000 shares and a maximum of 3,542,000 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 in the aggregate represent 55.4% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Cincinnati Federal Savings and Loan Association Plan of Conversion Reorganization from a Mutual Savings and Reorganization of 1895 Bancorp of Wisconsin, MHCLoan Association to a Mutual Holding Company and Stock Issuance Plan, dated as of March 2February 18, 2021 2015, as amended on April 30, 2015 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual to stock form and to reorganize into a federal mutual holding company form structure as a wholly owned subsidiary of organization to the Company, which in turn will be a stock holding company form majority-owned subsidiary of organization the MHC (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion RegulationsReorganization”). 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 Reorganization 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” or “FRB”) (such laws and the regulations are referred to herein as the “MHC Regulations”). In connection with the ConversionReorganization, 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2013 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31June 30, 2021 2015 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member other eligible depositors of the Bank at as of the close of business on July 31, 2015 and eligible borrowers of the Member Voting Record Date Bank as of the close of business on January 21, 2015 who is not an Eligible Account Holdermaintain such borrowings as of the close of business on July 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2015 (“Other Members”). 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 and trusts of natural persons residing in Milwaukeethe Ohio counties of Hamilton, Waukesha Butler, Xxxxxx and Ozaukee counties in the state of WisconsinClermont. 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 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 is offering a minimum of 2,618,000 497,250 shares and a maximum of 3,542,000 Shares 672,750 shares (subject to an increase up to 773,663 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”). Upon completion of the Offering, pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per shareshare (the “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 in the aggregate represent 55.4% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHCNew Buffalo Savings Bank, dated as of March 2May 28, 2021 2015 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual to stock form and to reorganize into a holding company form structure as a wholly owned subsidiary of organization to a stock holding company form of organization the Company (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), 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 Office of the Comptroller of the Currency (the “OCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the 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 $50.00 or more on deposit as of the close of business on December March 31, 2019 2014 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31June 30, 2021 2015 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member other eligible depositors of the Bank at as of the close of business on July 31, 2015 and eligible borrowers of the Member Voting Record Date Bank as of December 31, 1989 who is not an Eligible Account Holdermaintain such borrowings as of the close of business on July 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2015 (“Other Members”). 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 and trusts of natural persons residing in MilwaukeeBerrien County, Waukesha and Ozaukee counties in the state of WisconsinMichigan. 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 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 is offering a minimum of 2,618,000 663,000 shares and a maximum of 3,542,000 Shares 897,000 shares (subject to an increase up to 1,031,550 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”). Upon completion of the Offering, pursuant to the Plan 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per shareshare (the “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 in the aggregate represent 55.4% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesBank, in accordance with the Cincinnati Federal Savings and Loan Association Plan of Conversion Reorganization from a Mutual Savings and Reorganization of 1895 Bancorp of Wisconsin, MHCLoan Association to a Mutual Holding Company and Stock Issuance Plan, dated as of March 2February 18, 2021 2015, as amended on April 30, 2015 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual to stock form and to reorganize into a federal mutual holding company form structure as a wholly owned subsidiary of organization to the Company, which in turn will be a stock holding company form majority-owned subsidiary of organization the MHC (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion RegulationsReorganization”). 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 Reorganization 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 “MHC Regulations”). In connection with the ConversionReorganization, 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2013 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31June 30, 2021 2015 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member other eligible depositors of the Bank at as of the close of business on July 31, 2015 and eligible borrowers of the Member Voting Record Date Bank as of the close of business on January 21, 2015 who is not an Eligible Account Holdermaintain such borrowings as of the close of business on July 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2015 (“Other Members”). 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 and trusts of natural persons residing in Milwaukeethe Ohio counties of Hamilton, Waukesha Butler, Xxxxxx and Ozaukee counties in the state of WisconsinClermont. 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 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 is offering a minimum of 2,618,000 497,250 shares and a maximum of 3,542,000 Shares 672,750 shares (subject to an increase up to 773,663 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”). Upon completion of the Offering, pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be publicly held and 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per shareshare (the “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 in the aggregate represent 55.4% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary Parties, in accordance with the Plan of Conversion Reorganization and Reorganization Stock Offering of 1895 Bancorp First Mutual of WisconsinRichmond, MHCInc., dated as of March 2February 6, 2021 2019 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with federal laws Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the regulations applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 [•] (“Supplemental Eligible Account Holders”), ) and (4) any person who is a Voting Member of the Bank MHC at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). 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 MilwaukeeWxxxx, Waukesha Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Ozaukee Union counties in the state of WisconsinIndiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. 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 through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(34(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 8,372,500 shares and a maximum of 3,542,000 11,327,500 Shares (subject to an increase up to 13,026,625 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. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 55.4100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. The Primary PartiesHolding Company, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsin, MHC, dated as of March 2, 2021 (the “"Plan”)") adopted on May 17, adopted 2005, will convert into an interim federal stock savings bank, which will merge with and into the Bank, and the MHC will convert into an interim federal stock savings bank, and merge with and into the Bank, pursuant to which merger, the MHC will cease to exist and the shares of the Holding Company held by the Boards MHC will cease to exist and will be canceled. The MHC will cease to exist, and a liquidation account will be established for the benefit of Directors members. The existing shares of the Primary Parties, intend Holding Company owned by public stockholders will be converted pursuant to convert from the mutual holding company form an exchange ratio into shares of organization to a common stock holding company form of organization (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), 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 PlanAmerican Bancorp. In connection with the ConversionConversion and Reorganization, 70% of the ownership interest of American Bancorp currently owned by the MHC will be offered and sold to the public. In connection with the conversion and reorganization, in compliance with Office of Thrift Supervision ("OTS") regulations (together with such amendments thereto and supplementary materials as may have been required through the date hereof, the Company "Plan"), American Bancorp will offer and sell up to 8,625,000 (subject to increase up to 9,918,750 shares) shares of its common stock, $0.01 par value per share (the “Common Stock”), Stock in a subscription offering (the “Subscription Offering”) to (1) depositors eligible account holders of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit record as of the close of business on March 31, 2021 2004 (“Supplemental "Eligible Account Holders”"), and ; (42) any person who is a Member the Parties' Tax-Qualified Employee Plans; (3) supplemental eligible account holders of the Bank at record as of the close of business on the Member Voting Record Date who is not an Eligible Account HolderMarch 31, Tax-Qualified Employee Plan or 2005 ("Supplemental Eligible Account Holder Holders"); and (“4) other account holders of record as of the close of business on June 30, 2005 ("Other Members”"). The Company may offer Shares (as hereinafter defined)Any time during, 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 Milwaukee, Waukesha and Ozaukee counties in the state of Wisconsin. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending , and on market conditionsa lowest priority basis, 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, an opportunity to subscribe may also be offered to certain members of the general public on in a best efforts basis direct community offering (the “Syndicated a "Direct Community Offering”") as described in Section 4(a)(3) below. Pursuant and to the Plangeneral public in a public offering (a "Public Offering"), the Company is offering a minimum of 2,618,000 shares and a maximum of 3,542,000 Shares of Common Stock (the “Shares”) in the if necessary. The Subscription Offering, and, if necessary, Direct Community Offering and Public Offering are collectively referred to as the "Offering," and the Common Stock to be sold by the Company in the Community Offering and/or are hereinafter called the Syndicated Community Offering (collectively, "Shares." It is acknowledged that the “Offering”). The Company will sell the purchase of Shares in the Offering at $10.00 per shareis subject to the maximum and minimum purchase limitations as described in the Plan and that the Parties may reject, in whole or in part, any orders received in the Direct Community Offering or Public Offering. If the number of Shares offered is increased or decreased in accordance In connection with the PlanConversion, the term “Shares” shall mean Reorganization and the Offering, the Parties have filed with the Office of Thrift Supervision (the "OTS") the required applications and amendments thereto to complete the Conversion, the Reorganization, the Offering and any other actions which require the approval of the OTS (such greater or lesser numberapplications, as applicable. The Shares offered for sale they may be amended, supplemented or modified from and after the date hereof (the "OTS Application"), in the Offering will in the aggregate represent 55.4% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance compliance with the Planall applicable laws and regulations).

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion Reorganization and Reorganization Stock Issuance adopted by its Board of 1895 Bancorp of Wisconsin, MHC, dated as of March 2, 2021 Directors (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert reorganize from a federally-chartered mutual savings bank into the mutual holding company form structure, and issue all of organization its issued and outstanding capital stock to a stock holding company form the Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of organization the Office of Thrift Supervision (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve BoardOTS”), in each case only except as specifically applicable such rules and regulations are waived by the OTS. Pursuant 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 and sell up to 465,750 shares (subject to increase up to 535,613) of its common stock, $0.01 .01 par value per share (the “Shares” or “Common StockShares”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on December 31September 30, 2019 2005 (“Eligible Account Holders”), (2) tax-qualified the employee plans of stock ownership plan established by either the Bank or the Company and (the Bank (“Tax-Qualified Employee PlanESOP”), (3) depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on March December 31, 2021 2006 (“Supplemental Eligible Account Holders”), and (4) any person who is a Member Depositors of the Bank at as of January 31, 2007, who are not eligible or supplemental eligible account holders, and borrowers of the close Bank who had loans outstanding on September 19, 1989 that continue to be outstanding as of business on the Member Voting Record Date who is not an Eligible Account HolderJanuary 31, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder 2007 (“Other Members”). The Subject to the prior subscription rights of the above-listed parties, the 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 or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference given first to natural persons residing who are residents of Clinton, Madison and St. Clair Counties, Illinois. Subscribers’ checks will be transmitted to the Bank by no later than noon of the next business day where they will be invested in Milwaukee, Waukesha and Ozaukee counties in the state of Wisconsininvestments that are permissible under Rule 15c2-4. In the event a Community Offering It 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 anticipated that shares not subscribed for in the Subscription Offering or purchased in the and 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)(3) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 shares and a maximum of 3,542,000 Shares of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). The Company will sell It is acknowledged that the purchase of Shares in the Offering at $10.00 per share. If is subject to the number of Shares offered is increased maximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater Community Offering or lesser number, as applicableSyndicated Community Offering. The Common Shares offered for sale in the Offering will in the aggregate represent 55.4a minority ownership interest of 45% of the Company’s total outstanding shares of Common Stock upon completion Shares. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Conversion in Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 575 of the PlanCode of Federal Regulations (the “Reorganization Regulations”), the Company and the Bank have filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and have filed such amendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company and the MHC have filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion Reorganization from Mutual Savings Bank to Mutual Holding Company and Reorganization of 1895 Bancorp of Wisconsin, MHCStock Issuance Plan, dated as of March 2February 28, 2021 2019 (the “Plan”), adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from the mutual to stock form and to reorganize into a mutual holding company form structure as a wholly-owned subsidiary of organization to the Company, which in turn will be a stock holding company form majority-owned subsidiary of organization the MHC (the “ConversionReorganization”) in compliance with federal laws and the regulations (the “MHC Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion RegulationsReserve”). 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 ConversionReorganization, 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 2019 (“Supplemental Eligible Account Holders”), ) and (4) any person who is a Member of the Bank at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer If any Shares (as hereinafter defined), if any, remaining ) remain available for sale after the Subscription Offering Offering, the Company may offer them for sale 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 Milwaukee, Waukesha the New Hampshire counties of Rockingham and Ozaukee counties in the state of WisconsinStrafford. 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 through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(34(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 1,720,400 shares and a maximum of 3,542,000 Shares 2,327,600 shares (subject to an increase up to 2,676,740 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. In addition, as part of the Reorganization, the Company 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 First Seacoast Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 1.0% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $150,000. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 55.4a minority ownership interest of 45.0% of the Company’s outstanding shares of Common Stock upon completion of the Conversion Reorganization in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own 55.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan. As a mutual savings bank, the Bank has no stockholders and all voting rights are held by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000 in cash, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Company, operating under the name “First Seacoast Bank” (the “Stock Bank”), and the Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000 in cash, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion Reorganization from Mutual Savings Bank to Mutual Holding Company and Reorganization of 1895 Bancorp of Wisconsin, MHCStock Issuance Plan, dated as of March 2February 28, 2021 2019 (the “Plan”), adopted by the Boards Board of Directors of the Primary PartiesBank, intend intends to convert from the mutual to stock form and to reorganize into a mutual holding company form structure as a wholly-owned subsidiary of organization to the Company, which in turn will be a stock holding company form majority-owned subsidiary of organization the MHC (the “ConversionReorganization”) in compliance with federal laws and the regulations (the “MHC Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion RegulationsReserve”). 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 ConversionReorganization, 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31[•], 2021 2019 (“Supplemental Eligible Account Holders”), ) and (4) any person who is a Member of the Bank at the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer If any Shares (as hereinafter defined), if any, remaining ) remain available for sale after the Subscription Offering Offering, the Company may offer them for sale 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 Milwaukee, Waukesha the New Hampshire counties of Rockingham and Ozaukee counties in the state of WisconsinStrafford. 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 through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(34(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 2,618,000 1,720,400 shares and a maximum of 3,542,000 Shares 2,327,600 shares (subject to an increase up to 2,676,740 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. In addition, as part of the Reorganization, the Company 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 First Seacoast Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 1.0% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $150,000. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 55.4a minority ownership interest of 45.0% of the Company’s outstanding shares of Common Stock upon completion of the Conversion Reorganization in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own 55.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan. As a mutual savings bank, the Bank has no stockholders and all voting rights are held by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000 in cash, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Company, operating under the name “First Seacoast Bank” (the “Stock Bank”), and the Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000 in cash, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank.

The Offering. The Primary PartiesBank, in accordance with the Plan of Conversion and Reorganization of 1895 Bancorp of Wisconsindated March 3, MHC, dated as of March 2, 2021 2017 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend intends to convert from the mutual to stock form and to reorganize into a holding company form structure as a wholly owned subsidiary of organization to a stock holding company form of organization the Company (the “Conversion”) in compliance with federal laws and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), 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 Ohio and the applicable regulations of the Federal Deposit Insurance Corporation (“FDIC”) and the Ohio Division of Financial Institutions (the “Division”) (such laws and regulations are referred to herein as the “Conversion Regulations”). 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 $50.00 or more on deposit as of the close of business on December 31, 2019 2015 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”)Bank, (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 ______________ (“Supplemental Eligible Account Holders”), and (4) any person who is a Member other eligible depositors of the Bank at as of the close of business on the Member Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder _______________ (“Other Members”). 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 and trusts of natural persons residing in MilwaukeeHxxxxxxx County, Waukesha and Ozaukee counties in the state of WisconsinOhio. 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 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 is offering a minimum of 2,618,000 1,405,000 shares and a maximum of 3,542,000 Shares 1,915,000 shares (subject to an increase up to 2,208,250 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”). Upon completion of the Offering pursuant to the Plan, 100% of the outstanding common stock of the Bank will be held by the Company. The Company will sell the Shares in the Offering at $10.00 per shareshare (the “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 Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1 (File No. 333-216576) in order to register the Shares offered for sale under the Securities Act of 1933, as amended (the “1933 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 Offering will 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 rules and regulations of the SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in the aggregate represent 55.4% 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 such prospectus is filed with the SEC and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the Bank filed with the FDIC and the Division a conversion application (together with any other required ancillary applications and/or notices, the “Conversion Application”). The Company has filed with the Board of Governors of the Company’s outstanding shares of Common Stock upon completion of Federal Reserve (the “FRB”) an application on Form H-(e)1 (the “Holding Company Application”) to become a savings and loan holding company under the Home Owners’ Loan Act, as amended (the “HOLA”), and the regulations promulgated thereunder. Collectively, the Conversion in accordance with Application and the PlanHolding Company Application are referred to as the “Applications.”