Common use of Certain Representations and Agreements Clause in Contracts

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRAthe NASD, or (b) a bank that is not a member of the NASD or (c) a foreign bank, broker, dealer or institution not eligible for membership in FINRAthe NASD. If we are such a member of FINRANASD member, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)rules of the NASD. If we are not a member of FINRANASD member, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 of the NASD and FINRA Rule 2790to comply with the requirements of the NASD’s Interpretation with Respect to Free-Riding and Withholding. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent If we are a bank, we agree that we will not accept any portion of the incurrence management fee paid by us the Underwriters with respect to the offering of our obligations hereunder any Securities or, in connection with the public offering of any Securities will that do not place us in violation constitute “exempted securities” within the meaning of Rule 15c3-1 (or any successor provisionSection 3(a)(l2) under of the 1934 Act, if such requirements are applicable to uspurchase any Securities at a discount from the offering price from any Underwriter or Selected Dealer or otherwise accept any selling concession, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer discount or other seller allowance from any Underwriter or Selected Dealer, which in any such Securities) case is not permitted under the NASD’s Rules of Fair Practice and we will agree to comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (Conduct Rule 2420 as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accuratethough we were a member. Very truly yours, (Print name Name of firmFirm) By: By Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: UBS Securities LLC By: /s/ Xxxxxxx Xxxx Xxxxxxx Xxxx Managing Director By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxxxx Xxxxxxxxxx Xxxxxxx X. XxXxxxxxxx

Certain Representations and Agreements. We represent that we are (a) a member in good standing of the FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in the FINRA. If we are such a member of FINRAFINRA member, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rulesrules of the FINRA, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRAFINRA member, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2740, 2750 and FINRA Rule 27902790 of the FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of the FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of the FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with the FINRA pursuant to FINRA Conduct Rule 5190 2710 or any other applicable rules of the FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issuesnew issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxxxx Xxxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxx Xxx X. Xxxxxxxxxxx Xxxxxx X. Xxxxxx Xxxx X. Xxxxx EXHIBIT D FORM OF LOCK-UP LETTER May 13, 2011 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Naugatuck Valley Financial Corporation, a Maryland corporation (the “Company”), Naugatuck Valley Financial Corporation, a federally-chartered stock holding company (the “Mid-Tier”), Naugatuck Valley Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”), and Naugatuck Valley Savings and Loan, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Naugatuck Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx, (the “Agents”), of up to 4,456,250 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement does not become effective, or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name)

Certain Representations and Agreements. (a) We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRAFINRA member, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rulesrules of FINRA, including, without limitation, NASD Conduct Rules Rule 2740 (relating to Selling Concessions, Discounts and Other Allowancesor any FINRA successor rule thereto) and FINRA Rule 5130 (relating to New Issues)5130. If we are not a member of FINRAFINRA member, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 (or any FINRA successor rules thereto) and FINRA Rule 27905130. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), Representatives and in making sales of Securities we agree to comply with NASD Conduct Rule 2420 of the NASD (or any FINRA successor rule thereto) as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or of such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any other applicable regulatory body. Any references herein to the NASD rules or regulations of the NASD shall also include any FINRA successor rules or regulations of FINRA. We representregulations, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:applicable.

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President XXXXXXX X XXXX XX XXXX-XX XXXXXX , 0000 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with FedFirst Financial Corporation, a Maryland corporation (the “Company”), FedFirst Financial Corporation, a federally-chartered stock holding company (the “Mid-Tier”), FedFirst Financial Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) and First Federal Savings Bank, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “FedFirst Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx (the “Agents”), of up to 2,975,625 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock during the Offering, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name) (Address)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES EXHIBIT D FORM OF LOCK-UP LETTER , 2010 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”), propose to enter into an Agency Agreement (the “Agency Agreement”) with Eagle Bancorp Montana, Inc., a Delaware corporation (the “Company”), Eagle Bancorp, a federally-chartered stock holding company (the “Mid-Tier”), Eagle Financial, MHC, a federally chartered mutual holding company (the “MHC”) and American Federal Savings Bank, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Primary Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx, (the “Agents”), of up to shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock during the Offering, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: ________________________________ Print Name: __________________________ Title: _______________________________ Address:: ____________________________ ____________________________ ____________________________ Telephone: __________________________ Telecopy: ___________________________ Telex: ______________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES J. Xxxxxxx Xxxxxx, Xx. Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxxx G. Xxxxxxx Xxxxxx Xxxx X. Xxxxx Xxxxxx X. Xxxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx X. XxXxxxx Xxxxxxx X. Xxxxx EXHIBIT D FORM OF LOCK-UP LETTER Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with Alliance Bancorp, Inc. of Pennsylvania, a Pennsylvania corporation (the “Company”), Alliance Bancorp, Inc. of Pennsylvania, a federally-chartered stock holding company (the “Mid-Tier”), Alliance Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) and Greater Delaware Savings Bank, a Pennsylvania-chartered stock savings bank doing business as Alliance Bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Alliance Parties”), providing for the public offering (the “Public Offering”) by the several Agents, who shall be named subsequently, including Xxxxxx Xxxxxxxx (the “Agents”), of up to 4,099,750 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, _____________________________________________________ (Print name of firm) By: ________________________________________ Print Name: _________________________________ Title: ______________________________________ Address:: ___________________________________ ___________________________________ ___________________________________ Telephone: _________________________________ Telecopy: __________________________________ Telex: _____________________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ____________________ Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT [Letterhead of Xxxxxx, Xxxxxxxx & Company, Incorporated] October 29, 2009 Xx. Xxxxxx Xxx Johnson Chairman; President and Chief Executive Officer First Charter, MHC Charter Financial Corporation 0000 X.X. Xxxxxxx Drive West Point, GA 31833 Re: Proposed Second Step Conversion -- Advisory. Administrative and Marketing Services Dear Xx. Xxxxxxx: Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between Xxxxxx Xxxxxxxx and Charter Financial Corporation (the “Company”) and First Charter, MHC (the “MHC”) in connection with the proposed elimination of the MHC and We Of the portion of the common stock of the Company currently held by the MHC (the “second step stock offering”).

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply, and if we are not such a member of FINRA, we agree that in making sales of Securities we will comply as though we were a member, in each case with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 new issues) and FINRA Rule 27905141 (relating to selling concessions, discounts and other allowances). If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct FINRA Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC., A STIFEL COMPANY By: Name: Title:

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT FINANCIAL INSTITUTIONS GROUP CONFIDENTIAL December 7, 2009 Xx. Xxxxx X. Johnson President and Chief Executive Officer Eagle Financial, MHC Eagle Bancorp 0000 Xxxxxxxx Xxxxxx X.X. Xxx 0000 Xxxxxx, XX 00000 Re: Proposed Second Step Conversion — Advisory, Administrative and Marketing Services Dear Xx. Xxxxxxx: Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between Xxxxxx Xxxxxxxx and Eagle Bancorp (the “Company”) and Eagle Financial, MHC (the “MHC”) in connection with the proposed elimination of the MHC and sale of the portion of the common stock of the Company currently held by the MHC (the “second step stock offering”).

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, hereof the applicable laws, rules la les and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: TitleTelephone: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: Title XXXXXXX X XXXXXX XXXXXXXXX EXHIBIT C OFFICERS AND DIRECTORS OF THE PRIMARY PARTIES Xxxxxx X. Xxxxxxx Xxx Xxxxxx Xxxxxx Xxxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx, III Xxxxx X. Xxxxxxx Xxxxxx X. Xxxx Xxxx X. Xxxxxx EXHIBIT D , 2013 FORM OF LOCK-UP LETTER Xxxxxx, Xxxxxxxx & Company, Incorporated Sterne Agee & Xxxxx, Inc. x/x Xxxxxx, Xxxxxxxx & Company, Incorporated as Representative of the several Agents 00 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx, XX 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) as representative of the several Agents and Sterne Agee & Xxxxx, Inc. (“Sterne Agee”, and together with Stifel the “Agents”) propose to enter into an Agency Agreement (the “Agency Agreement”) with Charter Financial Corporation, a newly-formed Maryland corporation (the “Company”), Charter Financial Corporation, a federally-chartered stock corporation (the existing corporation referred to herein as the “Mid-Tier”), First Charter, MHC, a federally chartered mutual holding company (the “MHC”) and Charter Bank, a federally-chartered savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Charter Parties”), providing for the public offering (the “Public Offering”) by the Agents, of up to [super max] shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (3) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, Name: EXHIBIT E FORM OF UNDERWRITING AGREEMENT [Number of Shares] Shares CHARTER FINANCIAL CORPORATION Common Stock UNDERWRITING AGREEMENT , XXXXXX, XXXXXXXX & COMPANY, INCORPORATED [NAMES OF OTHER REPRESENTATIVES] As representatives of the several Underwriters named in Schedule I hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 00 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx, Xxx Xxxxxx 00000 Ladies and Gentlemen: Charter Financial Corporation, a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives’) an aggregate of shares (the “Shares”) of the common stock, par value $0.01 per share, of the Company (“Common Stock”). The Shares to be sold pursuant to this Underwriting Agreement are being sold in connection with the mutual-to-stock conversion of First Charter, MHC to stock form pursuant to the Plan of Conversion and Reorganization adopted on November 27, 2012 and amended on December 11, 2012. Charter Financial Corporation, a federally-chartered stock corporation (the existing corporation referred to herein as the “Mid-Tier Holding Company”), Charter Financial Corporation, a newly-formed Maryland corporation organized to be the successor to the Mid-Tier Holding Company (the newly-formed corporation referred to herein as the “Holding Company”), First Charter, MHC, a federally-chartered mutual holding company (the “MHC”) that owns 62.85% of the outstanding common stock of the Mid-Tier Holding Company, and Charter Bank, a federally-chartered savings bank (the “Bank”) whose outstanding common stock is owned in its entirety by the Mid-Tier Holding Company (collectively the Holding Company, Mid-Tier Holding Company, the MHC and the Bank, the “Primary Parties”), are related parties and are, together with the Underwriters the parties to this Agreement. The Company confirms as follows its agreements with the Representatives and the several other Underwriters.

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: SXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Rxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT CONFIDENTIAL July 22, 2010 Mx. Xxxx X. Brouillard President and Chief Executive Officer SI Bancorp, MHC SI Financial Group, Inc. Savings Institute Bank and Trust Company 800 Xxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxx 00000 Re: Proposed Second Step Conversion — Advisory, Administrative and Marketing Services Dear Mx. Xxxxxxxxxx: Sxxxxx, Xxxxxxxx & Company, Incorporated (“Sxxxxx Xxxxxxxx”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between Sxxxxx Xxxxxxxx and SI Financial Group, Inc. (collectively with any of its successors or assigns or any new stock holding company formed to effect the second step stock offering, the “Company”) and SI Bancorp, MHC (the “MHC”) in connection with the proposed elimination of the MHC and sale of the portion of the common stock of the Company currently held by the MHC (the “second step stock offering”).

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx, Xx. Xxxx X. Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxx X. Xxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxx EXHIBIT D FORM OF LOCK-UP LETTER Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with SI Financial Group, Inc., a Maryland corporation (the “Company”), SI Financial Group, Inc., a federally-chartered stock holding company (the “Mid-Tier”), SI Bancorp, MHC, a federally-chartered mutual holding company (the “MHC”) and Savings Institute Bank and Trust Company, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “SI Financial Parties”), providing for the public offering (the “Public Offering”) by the several Agents, who shall be named subsequently, including Xxxxxx Xxxxxxxx (the “Agents”), of up to 8,678,906 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement is not executed by the parties thereto on or before [ ], or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name) (Address)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issuesnew issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC., A STIFEL COMPANY By: Name: Title: EXHIBIT B LETTER AGREEMENT AND CONVERSION AGENT SERVICES LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxxxxx Xxxx X. Xxxxxx Xxxxxxxx X. Xxxxxxxxx, Xx. Xxxxxxx X. Xxxxx Xxxx X. Xxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxx EXHIBIT D FORM OF LOCK-UP LETTER , 2015 Xxxxx, Xxxxxxxx & Xxxxx, Inc., a Stifel Company, 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxx, Xxxxxxxx & Xxxxx, Inc., a Stifel Company (“KBW” or the “Agent”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Equitable Financial Corp., a Maryland corporation (the “Company”), Equitable Financial Corp., a federally chartered stock holding company (the “Mid-Tier”), Equitable Financial MHC, a federally chartered mutual holding company (the “MHC”), and Equitable Bank, a federally chartered stock savings bank (the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Primary Parties”), providing for the public offering (the “Public Offering”) by the Agent of up to 1,725,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of KBW, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, or (3) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRAthe NASD, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRAthe NASD. If we are such a member of FINRAan NASD member, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rulesrules of the NASD, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRAan NASD member, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2740, 2750 and FINRA Rule 27902790 of the NASD. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the By-Laws, rules or regulations of the NASD shall also include any successor By-Laws, rules or regulations of FINRAthe Financial Industry Regulatory Authority, as applicable. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRAthe NASD) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRAthe NASD, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA the NASD pursuant to FINRA NASD Conduct Rule 5190 2710 or any other applicable rules of FINRAthe NASD. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: _______________________________________________ Print Name: _________________________________________ Title: ______________________________________________ Address:: ___________________________________________ ___________________________________________ ___________________________________________ Telephone: __________________________________________ Telecopy: ___________________________________________ Telex: ______________________________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx, Xx. Xxxxxxx X. XxXxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxxx Xxxx X. Xxxxx Xxxxxxx X. Xxxx Xxxxxx X. Xxxxx, III Xxxxxx X. Xxxxxxx

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issuesnew issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC., A STIFEL COMPANY By: Name: Title: XXXXXXX X XXXXXX XXXXXXXXX EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxx Xxxxx Xxxx EXHIBIT D FORM OF LOCK-UP LETTER , 2013 Xxxxx, Xxxxxxxx & Xxxxx, Inc., a Stifel Company, As Representatives of the several Agents named in Schedule I attached hereto c/o Keefe, Xxxxxxxx & Xxxxx, Inc., a Stifel Company 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxx, Xxxxxxxx & Xxxxx, Inc., a Stifel Company (“KBW”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with AJS Bancorp, Inc., a Maryland corporation (the “Company”), AJS Bancorp, Inc., a federally-chartered stock holding company (the “Mid-Tier”), AJS Bancorp Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”), and X.X. Xxxxx Federal Savings Bank, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Primary Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including KBW (the “Agents”), of up to 1,223,198 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of KBW, on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of KBW on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify KBW of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or KBW that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement does not become effective, or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name) EXHIBIT E Form of Opinion of Xxxx Xxxxxx Xxxxxxxx & Xxxxxx, P.C.

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issuesnew issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxxxx Xxxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxx Xxx X. Xxxxxxxxxxx Xxxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxx Xxxx X. Xxxxx [REVISE AS APPROPRIATE] EXHIBIT D FORM OF LOCK-UP LETTER , 2011 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Naugatuck Valley Financial Corp., a Maryland corporation (the “Company”), Naugatuck Valley Financial Corp., a federally-chartered stock holding company (the “Mid-Tier”), Naugatuck Valley Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) and Naugatuck Valley Savings and Loan, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Naugatuck Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx, (the “Agents”), of up to 3,565,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement does not become effective, or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name) Exhibit E Form of Opinion of Xxxxxxxxxx Xxxxxxxx LLP

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 27902790 of FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 2710 or any other applicable rules of FINRA. The syndicated community offering will be conducted in accordance with certain Securities and Exchange Commission rules applicable to best efforts offerings. Under these rules, Stifel or the other broker-dealers participating in the Syndicated Community Offering generally will accept payment for shares of common stock to be purchased in the Syndicated Community Offering through a “sweep” arrangement under which a customer’s brokerage account at the applicable participating broker-dealer will be debited in the amount of the purchase price for the shares of common stock that such customer wishes to purchase in the Syndicated Community Offering on the settlement date. Customers who authorize participating broker-dealers to debit their brokerage accounts are required to have the funds for the payment in their accounts on, but not before, the settlement date. No funds will be debited from brokerage accounts until the settlement date, which will not occur until the minimum of the offering range has been met, at which time the funds will be promptly paid to the Holding Company. Upon settlement, debited funds will be paid to the Holding Company promptly. Customers who do not wish to authorize participating broker-dealers to debit their brokerage accounts will not be permitted to purchase shares of common stock in the syndicated community offering. Customers without brokerage accounts will not be able to participate in the syndicated community offering. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxxxx Xxxxxxxxx X. Xxxxxxxxxx Xxxxxxx X. Xxxxxxxxxxx Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxx X. Xxxxx Xxx X. Xxxxxxxxxxx Xxxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxxx Xxxx X. Xxxxx EXHIBIT D FORM OF LOCK-UP LETTER , 2010 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Naugatuck Valley Financial Corp., a Maryland corporation (the “Company”), Naugatuck Valley Financial Corp., a federally-chartered stock holding company (the “Mid-Tier”), Naugatuck Valley Mutual Holding Company, a federally-chartered mutual holding company (the “MHC”) and Naugatuck Valley Savings and Loan, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Naugatuck Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx, (the “Agents”), of up to 2,751,950 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement does not become effective, or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, _____________________________________________________ (Print name of firm) By: ________________________________________ Print Name: _________________________________ Title: ______________________________________ Address:: ___________________________________ ___________________________________ ___________________________________ Telephone: _________________________________ Telecopy: __________________________________ Telex: _____________________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ______________________ Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF THE PRIMARY PARTIES Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxxxxx, CPA Xxxx Xxxxxxxxxxx, CPA Xxxxxx X. Xxxxxxxxx, Xx. Xxxxxx X. Xxxxxxx

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, hereof the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: TitleTelephone: Address: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXX, XXXXXXXX & XXXXX, INC. By: Name: Title XXXXXXX X XXXXXX XXXXXXXXX EXHIBIT C OFFICERS AND DIRECTORS OF THE PRIMARY PARTIES Xxxxxx X. Xxxxxxx III Xxxxx X. Xxx Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxxxxx X. Xxxxx, Xx. Xxx Xxxx EXHIBIT D , 2013 FORM OF LOCK-UP LETTER Xxxxx, Xxxxxxxx & Xxxxx, Inc. 00 Xxxxxxxx Xxxxxxxx Xxxxxxx Xxxx, XX 00000 Dear Ladies and Gentlemen:

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, _____________________________________________________ (Print name of firm) By: ________________________________________ Print Name: _________________________________ Title: ______________________________________ Address:: ___________________________________ ___________________________________ ___________________________________ Telephone: _________________________________ Telecopy: __________________________________ Telex: _____________________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ______________________ Name: [ ] Title: [ ] EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF THE PRIMARY PARTIES Xxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx X. XxXxxx, Xx. Xxxxxxx X. Xxxx

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 27902790 of FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 2710 or any other applicable rules of FINRA. The syndicated community offering will be conducted in accordance with certain Securities and Exchange Commission rules applicable to best efforts offerings. Under these rules, Stifel or the other broker-dealers participating in the Syndicated Community Offering generally will accept payment for shares of common stock to be purchased in the Syndicated Community Offering through a “sweep” arrangement under which a customer’s brokerage account at the applicable participating broker-dealer will be debited in the amount of the purchase price for the shares of common stock that such customer wishes to purchase in the Syndicated Community Offering on the settlement date. Customers who authorize participating broker-dealers to debit their brokerage accounts are required to have the funds for the payment in their accounts on, but not before, the settlement date. No funds will be debited from brokerage accounts until the settlement date, which will not occur until the minimum of the offering range has been met. Upon settlement, debited funds will be paid to the Holding Company promptly. Customers who do not wish to authorize participating broker-dealers to debit their brokerage accounts will not be permitted to purchase shares of common stock in the syndicated community offering. Customers without brokerage accounts will not be able to participate in the syndicated community offering. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, _____________________________________________________ (Print name of firm) By: ________________________________________ Print Name: _________________________________ Title: ______________________________________ Address: ___________________________________ ___________________________________ ___________________________________ Telephone: _________________________________ Telecopy: __________________________________ Telex: _____________________________________ Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: ______________________ Name: Title: Address:EXHIBIT B LETTER AGREEMENT [Letterhead of Xxxxxx, Xxxxxxxx & Company, Incorporated] REVISED Supersedes version dated June 7, 2010 July 27, 2010 Xx. Xxxxxx Xxx Johnson Chairman, President and Chief Executive Officer First Charter, MHC Charter Financial Corporation 0000 X.X. Xxxxxxx Drive West Point, GA 31833 Re: Proposed Second Step Conversion or Incremental Stock Offering – Advisory, Administrative and Marketing Services Dear Xx. Xxxxxxx: Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) is pleased to submit this engagement letter setting forth the terms of the proposed engagement between Xxxxxx Xxxxxxxx and Charter Financial Corporation (the “Company”) and First Charter, MHC (the “MHC”) in connection with either the proposed elimination of the MHC and sale of the portion of the common stock of the Company currently held by the MHC (the “second step stock offering”) or in connection with an incremental offering of common stock of the Company which is issued and outstanding and currently held by the MHC (the “incremental stock offering”).

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRA, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2750 and FINRA Rule 27902790 of FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 2710 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT B LETTER AGREEMENT EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxxxxxx Xxxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxxx XxxxXxx X. Xxxxxxxxx Xxxxx X. Xxxxx EXHIBIT D FORM OF LOCK-UP LETTER , 2010 Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents named in Schedule I attached hereto x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”), proposes to enter into an Agency Agreement (the “Agency Agreement”) with Fox Chase Bancorp, Inc., a Maryland corporation (the “Company”), Fox Chase Bancorp, Inc., a federally-chartered stock holding company (the “Mid-Tier”), Fox Chase MHC, a federally-chartered mutual holding company (the “MHC”) and Fox Chase Bank, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Fox Chase Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx, (the “Agents”), of up to 10,694,973 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. The undersigned understands that, if the Agency Agreement does not become effective, or if the Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Lock-up Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of the FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in the FINRA. If we are such a member of FINRAFINRA member, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rulesrules of the FINRA, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues)2790. If we are not a member of FINRAFINRA member, we agree to comply as though we were a member with NASD Conduct Rules 2730, 2740 and 2740, 2750 and FINRA Rule 27902790 of the FINRA. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), Representatives and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD FINRA as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of the FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of the FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with the FINRA pursuant to FINRA Conduct Rule 5190 2710 or any other applicable rules of the FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES [CONFIRM LIST] Xxxxxxx X. Xxxxxx Xxxx X. Xxxxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxxxxx Xxxx X. Cantanzarita Xxxxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Xxxxxx X. Xxxx Xxxxxxx X. Xxxxx Xxxxx X. Xxxx Xxxxx X. Xxxxxxx, M.D. Xxxxx X. Xxxxx, Xx. Xxxx Xxxxx, M.D. Xxxxxx X. Xxxx EXHIBIT D FORM OF LOCK-UP LETTER , 2010 Xxxxxx, Xxxxxxxx & Company, Incorporated [As Representative of the several Agents named in Schedule I attached hereto] x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with Oneida Financial Corp.-New, a Maryland corporation (the “Company”), Oneida Financial Corp., a federally-chartered stock holding company (the “Mid-Tier”), Oneida Financial, MHC, a federally chartered mutual holding company (the “MHC”) and The Oneida Savings Bank, a New York-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Oneida Parties”), providing for the public offering (the “Public Offering”) by the several Agents, including Xxxxxx Xxxxxxxx (the “Agents”), of up to 4,528,125 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock during the Offering, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (1) during the last 17 days of the Restricted Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxxx of any earnings release, news or event that may give rise to an extension of the initial Restricted Period. The undersigned shall not engage in any transaction that may be restricted by this agreement during the 34-day period beginning on the last day of the initial Restricted Period unless the undersigned requests and receives prior written confirmation from the Company or Xxxxxx Xxxxxxxx that the restrictions imposed by this agreement have expired. The undersigned understands that the Company and the Agents are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Agency Agreement, the terms of which are subject to negotiation between the Company and the Agents. Very truly yours, (Name) (Address)

Certain Representations and Agreements. We represent that we are (a) a member in good standing of FINRA, or (b) a foreign bank, broker, dealer or institution not eligible for membership in FINRA. If we are such a member of FINRA, we agree that in making sales of Securities we will comply with all applicable interpretative materials and FINRA Rules and NASD Conduct Rules, including, without limitation, NASD Conduct Rules 2740 (relating to Selling Concessions, Discounts and Other Allowances) and FINRA Rule 5130 (relating to New Issues). If we are not a member of FINRA, we agree to comply as though we were a member with NASD Rules 2730, 2740 and 2750 and FINRA Rule 2790. If we are such a foreign bank, broker, dealer or other institution, we agree not to offer or sell any Securities in the United States of America or its territories or possessions or to persons who are nationals thereof or residents therein (except through the Representatives), ) and in making sales of Securities we agree to comply with Conduct Rule 2420 of the NASD as it applies to a nonmember broker or dealer in a foreign country. We also represent that the incurrence by us of our obligations hereunder in connection with the offering of Securities will not place us in violation of Rule 15c3-1 (or any successor provision) under the 1934 Act, if such requirements are applicable to us, or the capital requirements of any other regulator to which we are subject. We agree that in selling Securities pursuant to any offering (which agreement shall also be for the benefit of the Issuer or other seller or such Securities) we will comply with all applicable laws, rules and regulations, including the applicable laws, rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable rules and regulations of the Commission thereunder, the applicable rules and regulations of any securities exchange having jurisdiction over the offering and in the case of an offering referred to in Section 3(b) hereof, the applicable laws, rules and regulations of any applicable regulatory body. Any references herein to the rules or regulations of the NASD shall also include any successor rules or regulations of FINRA. We represent, by our participation in an offering of Securities, that neither us nor any of our directors, officers, partners or “persons associated with” us (as defined in the By-Laws of FINRA) nor, to our knowledge, any “related person” (as defined in the By-Laws of FINRA, which definition includes counsel, financial consultants and advisors, finders, members of the selling or distribution group, and any other persons associated with or related to any of the foregoing) within the last twelve months had any dealings with the Issuer, any selling security holder or any subsidiary or controlling person of any of the foregoing (other than in connection with the syndicate agreements relating to such offering) as to which documents or information are required to be filed with FINRA pursuant to FINRA Rule 5190 or any other applicable rules of FINRA. We will notify you immediately if any of our representations contained in this Agreement cease to be accurate. Very truly yours, (Print name of firm) By: Print Name: Title: Address:: Telephone: Telecopy: Telex: Confirmed as of the date first above written: XXXXXX, XXXXXXXX & COMPANY, INCORPORATED By: Name: T. Xxxxxxx Xxxxxxxx, IV Title: Senior Vice President EXHIBIT C OFFICERS AND DIRECTORS OF PRIMARY PARTIES Xxxxx X. Xxxxxx Xxxxxx X. Xxxxxxxx III Xxxx Xxxxxx Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx III Xxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxxxx Xxxx X. Xxxxxxxxxx, Xx. Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxx K. Xxxxxxx Xxxxxx EXHIBIT D FORM OF LOCK-UP LETTER Xxxxxx, Xxxxxxxx & Company, Incorporated As Representatives of the several Agents x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) proposes to enter into an Agency Agreement (the “Agency Agreement”) with Home Federal Bancorp, Inc. of Louisiana, a Louisiana corporation (the “Company”), Home Federal Bancorp, Inc. of Louisiana, a federally-chartered stock holding company (the “Mid-Tier”), Home Federal Mutual Holding Company of Louisiana, a federally-chartered mutual holding company (the “MHC”) and Home Federal Bank, a federally-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Home Federal Parties”), providing for the public offering (the “Public Offering”) by the several Agents, who shall be named subsequently, including Xxxxxx Xxxxxxxx (the “Agents”), of up to 2,156,250 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). To induce the Agents that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxxx on behalf of the Agents, it will not, during the period beginning on the date of the final prospectus relating to the subscription offering (the “Subscription Offering Prospectus”) and ending 90 days after the Closing Date (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, (3) exercise any stock options providing for the issuance of shares of Common Stock, or (4) announce any intention to take any of the foregoing actions, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (c) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under