Common use of The Offering Clause in Contracts

The Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, MHC, dated February 25, 2021 (the “Plan”), the Company is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan; (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3, 2021 (“Other Depositors”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Middlesex, Somerset, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares and a maximum of 3,910,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at 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 Offering. In The HF Parties, in accordance with that certain the Plan of Conversion of Home Federal Savings and Reorganization Loan Association of Magyar Bancorp, MHCGrand Island, dated February 25as of June 6, 2021 2023 (the “Plan”), adopted by the Company is offering shares Boards of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion Directors of the MHC HF Parties, intend to convert from the mutual holding company form of organization to the a stock holding company bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of the Currency (the “OCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan; (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”); ) and (iv4) fourth, each depositor depositors of the Bank at on August 2, 2023 who are not Eligible Account Holders or Supplemental Eligible Account Holder, and each borrower as of the close of business on May 3November 13, 2021 (“Other Depositors”)2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Company may offer Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts residing in the Nebraska counties of natural persons) in MiddlesexXxxxx, SomersetBuffalo, MonmouthClay, Hunterdon Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Union counties in New Jersey; and (ii) other members of Xxxxxx. In the general publicevent 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 may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iiSection 4(a)(3) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares 2,720,000 shares and a maximum of 3,910,000 Shares 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. In The HF Parties, in accordance with that certain the Plan of Conversion of Home Federal Savings and Reorganization Loan Association of Magyar Bancorp, MHCGrand Island, dated February 25as of June 6, 2021 2023 (the “Plan”), adopted by the Company is offering shares Boards of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion Directors of the MHC HF Parties, intend to convert from the mutual holding company form of organization to the a stock holding company bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of the Currency (the “OCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership plan; (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31, 2021 2022 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with aggregate account balances of at least $50.00 as of the close of business on June 30, 2023 (“Supplemental Eligible Account Holders”); ) and (iv4) fourth, each depositor depositors of the Bank at on August 2, 2023 who is not an Eligible Account Holder or Supplemental Eligible Account Holder, and each borrower as of the close of business on May 3November 13, 2021 (“Other Depositors”)2015 whose borrowing remains outstanding as of the close of business on August 2, 2023. The Company may offer Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts residing in the Nebraska counties of natural persons) in MiddlesexXxxxx, SomersetBuffalo, MonmouthClay, Hunterdon Dawson, Gosper, Hall, Xxxxxxxx, Xxxxxx, Lancaster, Merrick, Xxxxxxxx and Union counties in New Jersey; and (ii) other members of Xxxxxx. In the general publicevent 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 may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iiSection 4(a)(3) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares 2,720,000 shares and a maximum of 3,910,000 Shares 3,680,000 shares (subject to increase up to 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. In Fullerton, in accordance with that certain its Plan of Conversion Merger, as amended, adopted by its Board of Directors and Reorganization the Board of Magyar Bancorp, MHC, dated February 25, 2021 Directors of the Bank (the “Plan”), and the Company is offering shares Agreement and Plan of common stockConversion Merger entered into as of May 11, $0.01 par value per share2011, for sale at $10.00 per share by and between Fullerton, the Bank and the Holding Company, as amended on June 1 and June 2, 2011 by Fullerton and the Bank, respectively (the “Purchase PriceAgreement and Plan of Conversion Merger”) in connection with the conversion of the MHC ), intends to convert from the a federally-chartered mutual holding company savings association to the a federal stock holding company form of organization savings association (the “Conversion”). All capitalized terms used , and issue all of its issued and outstanding capital stock to the Holding Company, which will purchase such shares in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have exchange for the meanings consideration set forth in the PlanAgreement and Plan of Conversion Merger. Immediately thereafter, Fullerton will merge with and into the Bank (the “Merger,” and when referred to together with the Conversion, the “Conversion Merger”). The Conversion is being conducted in accordance with the laws of the State of New Jersey Merger will be accomplished pursuant to federal law and the applicable rules and regulations of the New Jersey Department Office of Banking and Insurance the Comptroller of the Currency (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal ReserveOCC”) (such laws and the regulations are referred to herein as collectively, the “Conversion Regulations”). In connection with References to the ConversionOCC shall include, as applicable, the Office of Thrift Supervision, as its predecessor agency. Pursuant to the Plan and the Agreement and Plan of Conversion Merger, the Holding Company will offer for sale and sell up to 48,936 shares (subject to increase up to 56,276 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), ) in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Fullerton with Qualifying Deposits (as defined in the Bank with $50.00 or more on deposit Plan) as of the close of business on December 31, 2019 2009 (“Eligible Account Holders”); ) (ii2) second, tax-qualified employee plans of the Bank, including the Bank’s tax qualified employee stock ownership plan; , (iii3) third, depositors of the Bank Fullerton with $50.00 or more on deposit Qualifying Deposits as of the close of business on March 31June 30, 2021 2011 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each other depositor members of the Bank at the close Fullerton as of business on May August 3, 2021 2011 (“Other DepositorsMembers”). Shares Subject to the prior subscription rights of Common Stock offered in the Subscription Offeringabove-listed parties, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering Holding Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and, when referred to together with the Subscription Offering, the “Subscription and Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Middlesex, Somerset, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of the general public. 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 to certain members of the general public on to whom a best efforts basis through copy of the Prospectus (as hereinafter defined) is delivered with a selected dealers agreement preference given first to natural persons who are residents of Baltimore City or Baltimore County, Maryland followed by the trustees of the Holding Company 2010 Recognition and Retention Plan and Trust Agreement. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Subscription Offering and Community Offering are collectively referred to as the “Offering.” The Holding Company will issue the Shares at a purchase price of $14.10 per share (the “Syndicated Community Offering”) as described in subsection 4(a)(ii) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares and a maximum of 3,910,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “OfferingPurchase Price”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as applicabledescribed in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-174813) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion Merger, (i) Fullerton has filed with the OCC an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Conversion Regulations, (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the FRB in accordance with the Conversion Regulations, and (iii) the Bank has filed with the OCC an Interagency Bank Merger Application (together with any other required ancillary applications and/or notices, the “Merger Application”). Collectively, the Conversion Application, the Holding Company Application and the Merger Application may also be referred to as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 12, 2011 to be used in the Subscription Offering and Community Offering (if any).

The Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, MHCCF Mutual Holding Company, dated February 25July 17, 2021 2019 (the “Plan”), the Company CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership planplan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3November 4, 2021 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in MiddlesexButler, SomersetClermont, Monmouth, Hunterdon Xxxxxxxx and Union Xxxxxx counties in New JerseyOhio, Dearborn County in Indiana, and Xxxxx, Xxxxxxxx and Xxxxxx counties in Kentucky; (ii) the Company’s public stockholders at the close of business on ____________, 2019; and (iiiii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. Pursuant to the Plan, the Company CBI is offering for sale a minimum of 2,890,000 1,062,394 Shares and a maximum of 3,910,000 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock common stock of the Company CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company CBI as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”)Conversion. Based on the exchange ratio, the Company CBI expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock up to 1,150,144 Shares in the Exchangeexchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company CBI will be organized as a fully public stock holding company, with the Bank as a wholly wholly-owned subsidiary of the CompanyCBI. The Company CBI will sell the Shares in the Offering at 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 Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, North Shore MHC, dated February 25July 19, 2021 and amended on September 8, 2021 (the “Plan”), the Company NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the BankNorth Shore Trust and Savings, including the Bank’s employee stock ownership planplan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank North Shore Trust and Savings at the close of business on May 3the Voting Record Date who is not an Eligible Account Holder, 2021 Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and certain borrowers as of specified eligibility dates (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Middlesex, Somerset, Monmouth, Hunterdon and Union counties Lake County in New Jerseythe State of Illinois; and (ii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 2,890,000 3,400,000 Shares and a maximum of 3,910,000 4,600,000 Shares (subject to an increase up to 5,290,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company NSTS Bancorp will be organized as a fully public stock holding company, with the Bank North Shore Trust and Savings as a wholly wholly-owned subsidiary of the CompanyNSTS Bancorp. The Company NSTS Bancorp will sell the Shares in the Offering at 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 Offering. In The Primary Parties, in accordance with that certain the Amended and Restated Plan of Conversion and Reorganization From Mutual to Stock Form of Magyar BancorpOrganization of Somerset Savings Bank, MHCSLA, dated February as of July 25, 2021 2022 and amended as of March 7, 2023, June 30, 2023 and July 10, 2023 (the “Plan”), adopted by the Company is offering shares Boards of common stockDirectors of the Primary Parties, $0.01 par value per shareintend for the Bank to convert from a New Jersey chartered mutual savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, for sale at $10.00 per share the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Purchase PriceFederal Reserve”) in connection with ), the conversion of the MHC from the mutual holding company to the stock holding company form of organization Federal Deposit Insurance Corporation (the “ConversionFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2021 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the BankCompany and the Bank (“Tax-Qualified Employee Plan”), including the Bank’s employee stock ownership plan; (iii3) third, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on March 31June 30, 2021 2023 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Voting Members of the Bank at Bank. In addition, the close of business on May 3Company intends to donate to Somerset Regal Charitable Foundation, 2021 Inc. (the “Other DepositorsCharitable Foundation”). Shares ) $920,000 in cash and up to 460,000 shares of Common Stock, in an aggregate amount equaling up to $5,520,000 based on the $10.00 per share purchase price of the Common Stock offered sold in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering ). The Company may offer Shares (as defined below) are referred to collectively as the “Shares.” Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Middlesexthe New Jersey Counties of Hunterdon, Middlesex and Somerset. In the event a Community Offering is held, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of it may be held at any time during or promptly after the general publicSubscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iiSection 4(a)(3) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares 6,800,000 shares and a maximum of 3,910,000 Shares 9,200,000 shares (subject to increase up to 10,580,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023 and July 10, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, North Shore MHC, dated February 25July 19, 2021 and amended on September 8, 2021 (the “Plan”), the Company NSTS Bancorp is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the BankNorth Shore Trust and Savings, including the Bank’s employee stock ownership planplan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on March 31_____________ __, 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank North Shore Trust and Savings at the close of business on May 3the Voting Record Date who is not an Eligible Account Holder, 2021 Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and certain borrowers as of specified eligibility dates (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Middlesex, Somerset, Monmouth, Hunterdon and Union counties Lake County in New Jerseythe State of Illinois; and (ii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, the Company NSTS Bancorp is offering for sale a minimum of 2,890,000 3,400,000 Shares and a maximum of 3,910,000 4,600,000 Shares (subject to an increase up to 5,290,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company NSTS Bancorp will be organized as a fully public stock holding company, with the Bank North Shore Trust and Savings as a wholly wholly-owned subsidiary of the CompanyNSTS Bancorp. The Company NSTS Bancorp will sell the Shares in the Offering at 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 Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar BancorpThe Seneca Falls Savings Bank, MHC, dated February 25Axxxxx 00, 2021 0000 (the xxx “PlanXxxx”), the Company XXX is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on December July 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the Bank’s employee stock ownership planplan and the Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2020 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3_________ __, 2021 2020 (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in MiddlesexCayuga, SomersetSeneca, Monmouth, Hunterdon Ontario and Union Orleans counties in New JerseyYork; (ii) the Company’s public stockholders at the close of business on __________ __, 2020; and (iiiii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 2,890,000 1,277,125 Shares and a maximum of 3,910,000 1,727,875 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock common stock of the Company GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company GBI as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”)Conversion. Based on the exchange ratio, the Company GBI expects to issue between 2,356,399 shares of Common Stock 847,875 Shares and 3,188,070 shares of Common Stock 1,147,125 Shares in the Exchangeexchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company GBI will be organized as a fully public stock holding company, with the Bank as a wholly wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the CompanyBank. The Company GBI will sell the Shares in the Offering at 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 Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar First Seacoast Bancorp, MHC, dated February 25August 11, 2021 2022 (the “Plan”), the Company FSBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company FSBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership planplan (the “ESOP”) and the 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2022 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May November 3, 2021 2022 and each borrower of the Bank as of July 16, 2019, whose borrowings remained outstanding as of the close of business on November 3, 2022 (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) first, natural persons (including trusts of natural persons) in Middlesexthe New Hampshire counties of Rockingham and Xxxxxxxx; (ii) second, Somersetthe Company’s public stockholders at the close of business on November 3, Monmouth, Hunterdon and Union counties in New Jersey2022; and (iiiii) third, other members of the general public. 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 to certain members of the general public public, on a best efforts basis through a selected dealers agreement agreement, in a syndicated community offering (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. Pursuant to the Plan, the Company FSBI is offering for sale a minimum of 2,890,000 2,805,000 Shares and a maximum of 3,910,000 3,795,000 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock common stock of the Company FSBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company FSBI as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”)Conversion. Based on the exchange ratio, the Company FSBI expects to issue between 2,356,399 shares of Common Stock 2,272,492 Shares and 3,188,070 3,074,548 shares of Common Stock in the Exchangeexchange (the “Exchange Shares”), depending on the number of Shares sold pursuant to in the Offering (the “Exchange Shares”)Offering. The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company FSBI will be organized as a fully public stock holding company, with the Bank as a wholly wholly-owned subsidiary of the CompanyFSBI. The Company FSBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In The Primary Parties, in accordance with that certain the Amended and Restated Plan of Conversion and Reorganization From Mutual to Stock Form of Magyar BancorpOrganization of Somerset Savings Bank, MHCSLA, dated February as of July 25, 2021 2022 and amended as of March 7, 2023 (the “Plan”), adopted by the Company is offering shares Boards of common stockDirectors of the Primary Parties, $0.01 par value per shareintend for the Bank to convert from a New Jersey chartered mutual savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, for sale at $10.00 per share the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Purchase PriceFederal Reserve”) in connection with ), the conversion of the MHC from the mutual holding company to the stock holding company form of organization Federal Deposit Insurance Corporation (the “ConversionFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2021 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the BankCompany and the Bank (“Tax-Qualified Employee Plan”), including the Bank’s employee stock ownership plan; (iii3) third, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on March 31[•], 2021 2023 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Voting Members of the Bank at Bank. In addition, the close of business on May 3Company intends to donate to Somerset Regal Charitable Foundation, 2021 Inc. (the “Other DepositorsCharitable Foundation”). Shares ) $1,323,000 in cash and up to 661,250 shares of Common Stock, in an aggregate amount equaling up to $7,935,500 based on the $10.00 per share purchase price of the Common Stock offered sold in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering ). The Company may offer Shares (as defined below) are referred to collectively as the “Shares.” Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Middlesexthe New Jersey Counties of Hunterdon, Middlesex and Somerset. In the event a Community Offering is held, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of it may be held at any time during or promptly after the general publicSubscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iiSection 4(a)(3) below. Pursuant to the Plan, the Company is offering for sale a minimum of 2,890,000 Shares 8,500,000 shares and a maximum of 3,910,000 Shares 11,500,000 shares (subject to increase up to 13,225,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. In accordance with that certain On July 26, 2007, the Board of Directors of the Bank adopted a Plan of Conversion and Reorganization of Magyar Bancorp, MHC, dated February 25, 2021 (the “Plan”), ) pursuant to which the Company is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC Bank will convert from the a New Jersey-chartered mutual holding company savings bank to the a New Jersey-chartered stock holding company form of organization savings bank (the “Conversion”). All capitalized terms used ) in this Agency Agreement accordance with applicable federal law, New Jersey law and the applicable rules and regulations of the Federal Deposit Insurance Corporation (this the “AgreementFDIC”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board Department of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion RegulationsBanking”). In connection with the Conversion, Company the Company, a newly formed Maryland corporation, will offer for sale shares of its common the Company’s stock, par value $0.01 par value per share (the “Common Stock”), ) in (i) a subscription offering (the “Subscription Offering”) toand, if necessary, (ii) a direct community offering (the “Community Offering”) and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to $1.2 million in cash and 851,690 shares of Common Stock to The CapeBank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Cape Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between 7,820,000 and 10,580,000 shares (subject to an increase up to 12,167,000 shares) of Common Stock will be granted (the “Subscription Rights”), in the following order of priority: (i1) first, the Bank’s depositors with account balances of the Bank with at least $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2006 (“Eligible Account Holders”); (ii2) second, the Bank’s tax-qualified employee plans of the Bank, including benefit plans; (3) the Bank’s employee stock ownership plan; (iii) third, depositors with account balances of the Bank with at least $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2007 (“Supplemental Eligible Account Holders”); and (iv4) fourththe Bank’s depositors as of , each depositor of 2007 (the Bank at the close of business on May 3, 2021 (“Other DepositorsMember Record Date”) who were not able to subscribe for Shares under categories (1) or (3). Shares The Company may offer shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares for which subscriptions have not purchased been received in the Subscription Offering may be offered for sale in the Community Offering, with preference given (i) first to natural persons residing in Atlantic or Cape May Counties, New Jersey, (ii) then to shareholders of Boardwalk Bancorp, Inc. (“Boardwalk Bancorp”) as of the record date of the Boardwalk Bancorp shareholders’ meeting to vote on the proposed acquisition of Boardwalk Bancorp by the Company, and (iii) then to the general public in public. In the event a community offering (Community Offering is held, it may be held at any time during or immediately after the “Community Subscription Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Middlesex, Somerset, Monmouth, Hunterdon and Union counties in New Jersey; and (ii) other members of the general public. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the National Association of Securities Dealers, Inc. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Offering, the Company will acquire Boardwalk Bancorp, a New Jersey corporation, in a merger transaction (the “Syndicated Community OfferingMerger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as described of July 26, 2007. Boardwalk Bancorp is the holding company for Boardwalk Bank, a New Jersey chartered commercial bank (“Boardwalk Bank”). The Merger will be accomplished in subsection 4(a)(iiaccordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department of Banking and the Federal Reserve Board of Philadelphia (the “FRB”), which laws and regulations are collectively referred to as the “Merger Regulations,” and together with the FDIC, Department of Banking and Office of Thrift Supervision (the “OTS”) below. regulations governing the Offering, the “Conversion Regulations.” Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Boardwalk Bancorp common stock (the “Boardwalk Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Boardwalk Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Boardwalk Bancorp shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Boardwalk Common Stock and the maximum number of Boardwalk Bancorp shares converted into the right to receive stock consideration will be 50% of the total outstanding shares of Boardwalk Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Boardwalk Common Stock will be canceled and exchange for a cash payment from the Company equal to the excess of the $23.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering will proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering will be consummated, subject to receipt of necessary regulatory and member approvals. Boardwalk Bancorp, Boardwalk Bank and their subsidiaries are sometimes referred to as the “Boardwalk Parties” herein. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-146178) in order to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Boardwalk Bancorp stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the OTS; (ii) a Notice of Intent to Convert to Stock Form (the “FDIC Conversion Notice”) has been filed with the FDIC; and (iii) an application to convert to stock form (the “New Jersey Conversion Application”) has been filed with the Department of Banking. The Holding Company Application, the FDIC Conversion Notice and the New Jersey Conversion Application are referred to herein as the “Conversion Applications.” The FDIC Conversion Notice and New Jersey Conversion Application include, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) a letter application (the “New Jersey Merger Application”) has been filed with the Department of Banking; (ii) an Interagency Bank Merger Act Application (the “FDIC BMA Application”) has been filed with the FDIC; and (iii) a Notice of Acquisition of Boardwalk Bancorp and Boardwalk Bank (the “FRB Merger Notice”) has been filed with the FRB. The New Jersey Merger Application, the FDIC BMA Application and the FRB Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is offering for sale a minimum delivering to the Agent copies of 2,890,000 Shares and a maximum of 3,910,000 Shares the Prospectus, dated November , 2007, to be used in the Subscription Offering, Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Community Offering and/or the Syndicated Community Offering (collectivelyand/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the “Offering”). In addition to the Shares being offered for sale pursuant to the PlanCompany, Boardwalk Bancorp, Boardwalk Bank, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratioFoundation, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the ExchangeStock, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion SharesMerger.” Upon completion of the Conversion, the Company will be a fully public stock holding company, with the Bank as a wholly owned subsidiary of the Company. The Company will sell the Shares in the Offering at 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 Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar Bancorp, MHCCF Mutual Holding Company, dated February 25July 17, 2021 2019 (the “Plan”), the Company CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2019 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s employee stock ownership planplan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3November 4, 2021 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in MiddlesexButler, SomersetClermont, Monmouth, Hunterdon Xxxxxxxx and Union Xxxxxx counties in New JerseyOhio, Dearborn County in Indiana, and Xxxxx, Xxxxxxxx and Xxxxxx counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iiiii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. Pursuant to the Plan, the Company CBI is offering for sale a minimum of 2,890,000 1,062,394 Shares and a maximum of 3,910,000 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock common stock of the Company CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company CBI as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”)Conversion. Based on the exchange ratio, the Company CBI expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock up to 1,150,144 Shares in the Exchangeexchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company CBI will be organized as a fully public stock holding company, with the Bank as a wholly wholly-owned subsidiary of the CompanyCBI. The Company CBI will sell the Shares in the Offering at 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 Offering. In accordance with that certain Plan of Conversion and Reorganization of Magyar BancorpThe Seneca Falls Savings Bank, MHC, dated February 25Axxxxx 00, 2021 0000 (the xxx “PlanXxxx”), the Company XXX is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the State of New Jersey United States and the applicable regulations of the New Jersey Department of Banking and Insurance (the “NJDBI”) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Company GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on December July 31, 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the Bank’s employee stock ownership planplan and the Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on March 31September 30, 2021 2020 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on May 3November 2, 2021 2020 (“Other DepositorsMembers”). Shares of Common Stock offered in the Subscription Offering, Community Offering (as defined below) and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in MiddlesexCayuga, SomersetSeneca, Monmouth, Hunterdon Ontario and Union Orleans counties in New JerseyYork; (ii) the Company’s public stockholders at the close of business on November 2, 2020; and (iiiii) other members of the general public. 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 to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(ii4(a)(iii) below. Pursuant to the Plan, the Company GBI is offering for sale a minimum of 2,890,000 1,277,125 Shares and a maximum of 3,910,000 1,727,875 Shares in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock common stock of the Company GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company GBI as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”)Conversion. Based on the exchange ratio, the Company GBI expects to issue between 2,356,399 shares of Common Stock 847,875 Shares and 3,188,070 shares of Common Stock 1,147,125 Shares in the Exchangeexchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, the Company GBI will be organized as a fully public stock holding company, with the Bank as a wholly wholly-owned subsidiary of GBI and the Commercial Bank as a wholly-owned subsidiary of the CompanyBank. The Company GBI will sell the Shares in the Offering at 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.