Common use of CONVERSION AND OFFERING Clause in Contracts

CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt a plan of conversion (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.

CONVERSION AND OFFERING. The Bank will effect the Conversion by undergoing a series of transactions and forming the Stock Company (the Bank and the Stock Company are together referred to herein as “the “Company”). The common stock of the Stock Company (the “Common Stock”) will be offered for sale on a first priority basis in a subscription offering with any remaining shares expected to be sold in a community offering and, if necessary, a syndicated community offering or pubic underwritten offering (collectively, the “Offering”). In connection therewith, the Bank’s Board of Directors will adopt has adopted a plan of conversion (the “Plan”). ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will act as Records Agent to the Company with respect to the subscription and community offerings. Specific terms of services shall be set forth in the Data Processing Records Management Engagement Terms (the “Terms”), which is an integral part of this letter and is incorporated herein. In the event of any conflict between this letter and the Terms, the Terms shall control. Pursuant to a separate engagement letter by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Bank, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ will serve as conversion advisor and marketing agent for the Company in connection with the Conversion and Offering.