Common use of Introductory Clause in Contracts

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under QTS Realty Trust, Inc., a Maryland corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 5,000,000 shares of its Class A common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering; and GA QTS Interholdco, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank LLC (the “ConversionSelling Stockholder”)) proposes to sell to the Underwriters an aggregate of 4,350,000 Shares. The Conversion is being conducted in accordance with 5,000,000 Shares to be sold by the laws of the United States Company and the applicable regulations of 4,350,000 Shares to be sold by the Federal Deposit Insurance Corporation (Selling Stockholder are collectively called the “FDICFirm Shares.” In addition, the Selling Stockholder has granted to the Underwriters an option to purchase up to an additional 1,402,500 Shares, as provided in Section 2. The additional 1,402,500 Shares to be sold by the Selling Stockholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15▇▇▇▇▇▇▇ Lynch, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, LewisPierce, ▇▇▇▇▇▇, ▇ & ▇▇▇▇▇ and Incorporated (“▇▇▇▇▇. It is acknowledged that ▇▇ ▇▇▇▇▇”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with the Department term “Representatives” as used herein shall mean you, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 (S-3, File No. 333-154734) 199848, including a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating to be used in connection with the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,Registration Statement.” except that if the prospectus Any registration statement filed by the Company pursuant to Rule 424(b462(b) under the Securities Act in connection with the offer and sale of the rules and regulations, as amended, of the Commission under the 1933 Act (Offered Shares is called the “1933 Act Regulations”Rule 462(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ ProspectusStatement,” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated February 23, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is filed with or mailed called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Commission for filing, Base Prospectus in preliminary form that describes the Offered Shares and shall include any supplements the offering thereof and amendments thereto. Any document constituting a “free writing prospectus” is used prior to the filing of the Prospectus (as defined in Rule 405 of the 1933 Act Regulationsbelow), which the Selling Agent has approved in advance for use by the Anchor Parties in connection together with the Offering Base Prospectus, is referred to herein as called a “Permitted Free Writing Prospectuspreliminary prospectus.”

Introductory. (a) The Company was incorporated under stockholder named in Schedule II hereto (the laws “Selling Stockholder”) proposes to sell (the “Offering”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, a total number of [ ] shares (the State of Washington for the purpose of holding all of the shares “Firm Shares”) of common stock of Alcoa Corporation, a Delaware corporation (the Bank. The Company is authorized to issue 50,000,000 shares of capital stock“Company”), of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with Selling Stockholder also proposes to sell to the mutual-to-stock conversion several Underwriters up to an additional [ ] shares of the Bank Common Stock (the “ConversionAdditional Shares”)) if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Common Stock granted to the Underwriters in Section 4(a)(ii) hereof. The Conversion is being conducted in accordance with Firm Shares and the laws Additional Shares are hereinafter collectively referred to as the “Shares”. (b) At or prior to the time when sales of the United States and the applicable regulations of the Federal Deposit Insurance Corporation Shares were first made (the “FDIC”) and the Washington Department Time of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansSale”), for a total of up to 10% of the Shares sold in Company had prepared the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 following information (collectively, the “Subscription OfferingTime of Sale Information”). Shares of Common Stock not purchased in ): (i) the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Pricing Prospectus (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent ) dated [ ], 2017, (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”ii) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a each “free writing prospectus” (as defined in pursuant to Rule 405 of under the 1933 Act Regulations), which Act) identified in Schedule III hereto and (iii) the other information identified in Schedule IV hereto. (c) The Company and the Selling Agent has approved Stockholder acknowledge and agree that the Underwriters are acting solely in advance for use by the Anchor Parties capacity of an arm’s length contractual counterparty to the Company and the Selling Stockholder with respect to the offering of Shares contemplated hereby (including in connection with determining the Offering is referred to herein terms of the offering) and not as a “Permitted Free Writing Prospectusfinancial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholder or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Selling Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholder with respect thereto. Any review by the Underwriters of the Company, the Selling Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholder.”

Introductory. The Company was incorporated under Marchex, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell through ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INC. (“▇▇▇▇▇▇▇”) and NATIONAL SECURITIES CORPORATION (“National”), pursuant to the terms of this Agreement, to the State several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of Washington for the purpose of holding all of the 4,000,000 shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockClass B Common Stock, of which 45,000,000 shares are common stock having a $.01 par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The aggregate of 4,000,000 shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also grants to the Underwriters an option, upon the terms and conditions set forth in Section 3 hereof, to purchase up to an additional 600,000 shares of Common Stock (the “Additional Shares”). The Firm Stock and the Additional Shares will are hereinafter collectively referred to as the “Shares.” ▇▇▇▇▇▇▇ and National are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives”. In connection with the proposed offering of the Shares, the Representatives have agreed to administer a directed share program (the “Directed Share Program”) pursuant to which up to 600,000 Firm Shares, or fifteen percent (15%) of the Firm Shares, to be offered in descending order of priority purchased by it (the “Reserved Shares”) shall be reserved for sale at the initial public offering price to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan officers, directors, employees and consultants and others having a relationship with the Company (the “Tax-Qualified PlansDirected Share Participants”), for a total ) as part of up to 10% the distribution of the Shares sold in by the Offering; (iii) Underwriters, subject to the Bank’s Supplemental Eligible Account Holders (defined as holders terms of deposit accounts totaling $50 or more as of _________ __this Agreement, 2010); the applicable rules, regulations and (iv) other deposit account holders and borrowers of record as interpretations of the close National Association of Securities Dealers, Inc. (“NASD”) and all other applicable laws, rules and regulations. The number of Shares available for sale to the general public will be reduced to the extent that the Directed Share Participants purchase the Reserved Shares. Reserved Shares not confirmed for purchase by the Directed Share Participants by the end of the business day on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may which this Agreement is executed will be offered to the general public in a community offering that is expected by the Underwriters on the same basis as the other Shares being issued and sold hereunder. The Company has supplied the Representatives with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be conducted during participants in the Subscription Offering Directed Share Program. It is understood that any number of those designated to participate in the Directed Share Program may decline to do so. The Company also proposes, pursuant to Section 3 hereof, upon the successful closing of the offering of the Shares and the fulfillment of the terms of the Underwriting Agreement by Representatives, to issue and sell to the Representatives, for their own accounts or for the account of such Representative’s Designee (as hereinafter defined) for an aggregate price of One Hundred Dollars ($100.00), warrants to purchase up to an aggregate of 120,000 shares of Common Stock (the “Community OfferingRepresentatives’ Warrants”) at a per share price equal to 130% of the per share initial offering price of the Shares set forth in the “Registration Statement” and “Prospectus” (as hereinafter defined). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, LewisOf such Representatives’ Warrants, ▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that for its own account or for the Company reserves the rightaccount of its Representative’s Designee, in its absolute discretionshall purchase, for an aggregate price of Fifty Dollars ($50.00), a Representatives’ Warrant to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares purchase up to an aggregate of 60,000 shares of Common Stock not purchased and National, for its own account or for the account of its Representative’s Designee, shall purchase, for an aggregate price of Fifty Dollars ($50.00), a Representatives’ Warrant to purchase up to an aggregate of 60,000 shares of Common Stock. The Representatives’ Warrants shall only be exercisable during the period commencing one (1) year from the First Closing Date (as hereinafter defined) and ending five (5) years from such First Closing Date, in accordance with the terms and conditions of the form of Representatives’ warrant agreement substantially in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent form of Exhibit III (the “Syndicated Community OfferingRepresentatives’ Warrant Agreement”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under XACCT Technologies (1997) Ltd., a Israeli corporation ("COMPANY"), proposes to issue and sell shares ("FIRM SECURITIES") of its voting ordinary shares, nominal value NIS 0.04 per share, ("SECURITIES") and also proposes to issue and sell to the laws Underwriters, at the option of the State Underwriters, an aggregate of Washington for not more than [750,000] additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the purpose of holding all Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockoffering contemplated by this Agreement, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, ▇▇▇▇▇ up to [250,000] shares, for sale to the Company's directors, officers, employees and ▇▇▇▇▇. It is acknowledged that other parties associated with the Company reserves the right(collectively, in its absolute discretion"PARTICIPANTS"), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated xG Technology, Inc., a corporation organized under the laws of the State of Washington for Delaware (the purpose “Company”), proposes, pursuant to the terms of holding all this Placement Agency Agreement (this “Agreement”) and the subscription agreements in substantially the form of Exhibit A attached hereto (the shares “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), to sell to the Purchasers an aggregate of [__] Units (the “Units”), each Unit consisting of (A) one share of Series B Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), such Preferred Stock to have the relative rights, preferences, limitations and other designations set forth in the Certificate of Designations, Preferences and Rights attached hereto in Exhibit A (the “Certificate of Designations”), and (B) 0.5 Warrants (the “Warrants”) to purchase one share (the “Warrant Shares”) of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.00001 per share (the “Common Stock”). ) in the form attached hereto as Exhibit B. The Offering, as defined below, is being conducted in connection with Common Stock issuable upon the mutual-to-stock conversion of the Bank (Preferred Stock is herein referred to as the “ConversionConversion Shares”). The Conversion is being conducted in accordance with the laws of the United States Preferred Stock and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Warrants are collectively referred to herein as the “Conversion RegulationsSecurities”). The Company and the Bank Units are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued more fully described in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Prospectus (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent The Company hereby confirms its agreement with ▇▇▇▇ Capital Partners, LLC (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company ApplicationPlacement Agent”) to become a bank holding company under the Bank Holding Company Act, act as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed sole placement agent in accordance with the Securities terms and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, conditions hereof as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectusset forth below.”

Introductory. The Company was incorporated under Aegerion Pharmaceuticals, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [ ] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with ; and the mutual-to-stock conversion stockholders of the Bank (the “Conversion”). The Conversion is being conducted Company named in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B (collectively, the “Subscription OfferingSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of [ ] shares of Common Stock. Shares The [ ] shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that sold by the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares [ ] shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may to be sold through a syndicated community offering managed by the Selling Agent (Stockholders are collectively called the “Syndicated Community OfferingFirm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] shares of Common Stock and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ ] shares of Common Stock, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional [ ] shares of Common Stock to be sold by the Company and the additional [ ] shares of Common Stock to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories ) and Deutsche Bank Securities Inc. (“Deutsche Bank”) have agreed to act as representatives of the Offering combined generally is 50,000 sharesseveral Underwriters (in such capacity, provided that the Company may, subject to [FDIC and Department] approval, “Representatives”) in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockSmart & Final Stores, of which 45,000,000 shares are common stock having Inc., a par value of one cent ($.01) per share Delaware corporation (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; agrees with Credit Suisse Securities (iiiUSA) the Bank’s Supplemental Eligible Account Holders LLC (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription OfferingCredit Suisse”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), and the other several Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Credit Suisse and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ are acting as representatives (in such capacity, the “Representatives”) to issue and sell to the several Underwriters (i) 13,450,000 shares (“Firm Securities”) of its common stock (“Securities”), par value $0.001 per share, and (ii) an aggregate of not more than 2,017,500 additional shares (“Optional Securities”) of its Securities, as set forth below. It is acknowledged that The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the offering contemplated by this Agreement, Credit Suisse (in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 350,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company reserves the right(collectively, in its absolute discretion“Participants”), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Final Prospectus (as defined below). Shares of Common Stock not purchased in herein) under the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent heading “Underwriting” (the “Syndicated Community OfferingDirected Share Program”). Except for The Firm Securities to be sold by the Tax Qualified Plans, generally no person may purchase in Designated Underwriter pursuant to the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Directed Share Program (the “Conversion ApplicationDirected Shares”) and amendments thereto as required will be sold by the Department and Designated Underwriter pursuant to this Agreement at the FDICpublic offering price. The Company has filed with Any Directed Shares not subscribed for by the Board of Governors end of the Federal Reserve System (the “Board”) its application business day on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also which this Agreement is executed will be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating offered to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed public by the Company pursuant to Rule 424(b) of Underwriters as set forth in the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Final Prospectus.”

Introductory. The Company was incorporated under CURO Group Holdings Corp., a Delaware corporation (“Company”), agrees with the laws of several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the State of Washington for the purpose of holding all of the several Underwriters [ ] shares of its common stock of (the Bank. The Company is authorized to issue 50,000,000 shares of capital stock“Securities”), of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion RegulationsFirm Securities”). The Company and also agrees to sell to the Bank are sometimes referred to herein as Underwriters, at the option of Credit Suisse Securities USA (LLC) (“Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “PlanCredit Suisse”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ LLC (“Jefferies”), an aggregate of not more than [ ] additional shares of its Securities (“Optional Securities”), as set forth below. The Firm Securities and ▇▇▇▇▇the Optional Securities are herein collectively called the “Offered Securities”. It is acknowledged The Representatives agree that up to [•] shares of the Firm Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to the Company’s directors, officers, employees and other parties associated with the Company reserves (collectively, the right“Participants”), in its absolute discretion, to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Final Prospectus (as defined below). Shares of Common Stock not purchased in herein) under the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent heading “Underwriting” (the “Syndicated Community OfferingDirected Share Program”). Except for the Tax Qualified PlansThe Directed Share Program shall be administered by Fidelity Capital Markets, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number a division of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank National Financial Services LLC (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCAFidelity”), and the regulations promulgated thereunderDirected Shares will be sold by Fidelity, at the direction of the Company, at the public offering price. CollectivelyTo the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, the Conversion Application and the Holding Company Application such Directed Shares may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating offered to the Subscription Offering, public by the Community Offering and the Syndicated Community Offering for the registration Underwriters as part of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectuspublic offering contemplated hereby.”

Introductory. The Company was Huami Corporation, a company incorporated under in the laws Cayman Islands (“Company”) agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several Underwriters [●] Class A ordinary shares, par value US$0.0001 per share of the State Company (“Class A Ordinary Shares”), in the form of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent [●] American Depositary Shares ($.01) per share (the “Common StockAmerican Depositary Shares” or “ADSs”). The Offering[●] ADS to be sold by the Company is hereinafter referred to as the “Firm Share”. The Company and the shareholders listed in Schedule A hereto (“Selling Shareholders”) also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] Class A Ordinary Shares in the form of [●] ADSs (“Optional Shares”), as defined set forth below. The Firm Shares and the Optional Shares are herein collectively called the “Offered Shares”. The Company and the Underwriters hereby acknowledge that, is being conducted in connection with the mutual-to-stock conversion as part of the Bank proposed offering of the ADSs, the Company has requested ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. has agreed, to administer a directed share program (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion RegulationsDirected Share Program”). The Company and the Bank are sometimes referred to herein as Underwriters hereby agree that 5% of the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion Offered Shares by the Underwriters (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “OfferingDirected Shares”). The aggregate number of Shares to , shall be issued in reserved for purchase at the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) initial public offering price by the Company’s employee stock ownership plan (“Tax-Qualified Plans”)directors, for a total of up to 10% of officers, employees and other parties associated with the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Company (collectively, “Participants”) under this Directed Share Program as part of the distribution of the ADSs by the Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“Subscription OfferingFINRA”)) and all other applicable laws, rules and regulations. Shares The number of Common Stock not purchased in the Subscription Offering may be offered Offered Securities available for sale to the general public in a community offering will be reduced to the extent that is expected Participants purchase the Directed Shares. The Underwriters may offer any Offered Shares not purchased by Participants to the general public on the same basis as the other Offered Shares being sold hereunder. The ADSs are to be conducted during the Subscription Offering issued pursuant to a Deposit Agreement dated as of [●], 2018 (the “Community OfferingDeposit Agreement”). In ) among the Community OfferingCompany, preference will be given to natural persons residing in the Washington counties of Grays Harbor[●], Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent Depositary (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCADepositary”), and the regulations promulgated thereunderowners and holders from time to time of the ADSs issued under the Deposit Agreement. Collectively, Each ADS will initially represent the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating right to receive [●] Class A Ordinary Shares deposited pursuant to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusDeposit Agreement.”

Introductory. The Company was incorporated under has entered into a forward stock purchase transaction with Bank of America, N.A. (the laws “Forward Purchaser”) as set forth in a separate letter agreement dated the date hereof, a copy of which is attached hereto as Exhibit A (the State of Washington for the purpose of holding all of the shares of common stock of the Bank“Initial Confirmation”). The Company is authorized may also enter into additional forward stock purchase transactions with the Forward Purchaser on substantially similar terms (each, a “Subsequent Confirmation” and, together with the Initial Confirmation, the “Confirmations”). The Company has also entered into a distribution agency agreement (the “Additional Distribution Agency Agreement”), dated the date hereof, with Deutsche Bank Securities Inc. (the “Additional Manager”) and a forward stock purchase transaction with an affiliate of the Additional Manager and the Company may enter into additional forward stock purchase transactions with an affiliate of the Additional Manager. Subject to issue 50,000,000 the terms and conditions herein and therein, under the Confirmation and, if applicable, the Subsequent Confirmations, the Company will deliver to the Forward Purchaser, or an affiliate thereof (including the Manager), up to the number of shares of capital the Company’s common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted may be sold in accordance with the laws terms of this Agreement. In connection therewith, the United States Company and the applicable regulations Forward Purchaser understand that the Forward Purchaser, through the Manager, as sales agent, will effect sales of the Federal Deposit Insurance Corporation shares of Common Stock having an aggregate offering price not in excess of $300,000,000 (the “FDICShares”) and on the Washington Department terms set forth in Section 2 of Financial Institutions this Distribution Agency Agreement (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion RegulationsAgreement”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under UAP Holding Corp., a Delaware corporation (the laws “Company”), proposes, subject to the terms and conditions contained herein, to issue and/or sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 3,125,000 shares of the State of Washington for the purpose of holding all of the shares of Company’s common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a $0.001 par value of one cent ($.01) per share (the “Common Stock”). The Offeringstockholders of the Company listed on Schedule II hereto (collectively, the “Selling Stockholders”) propose to sell to you and the other Underwriters an aggregate of 20,312,500 shares of Common Stock. The aggregate of 23,437,000 shares of Common Stock to be sold by the Company and the Selling Stockholders are herein referred to as defined below, is being conducted “Firm Shares.” Certain of the Selling Stockholders propose to grant to you and the other Underwriters an option to purchase up to 3,515,625 additional Shares (the “Optional Shares”) for the purpose of covering over-allotments in connection with the mutual-to-stock conversion sale of the Bank (the “Conversion”)Firm Shares. The Conversion is being conducted in accordance with the laws of the United States Firm Shares and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Optional Shares are collectively referred to herein as the “Conversion RegulationsShares.” The term “subsidiary” as used in this Agreement shall mean any entity in which the Company will have a majority ownership interest, whether directly or indirectly, after the consummation of the transactions contemplated hereby. As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Shares purchased by it under this Agreement, up to 1,171,875 shares of Common Stock, for sale to certain of the Company’s full-time employees, except for officers and directors of the Company (collectively, “Participants”), as set forth in the Prospectus (as defined below) under the heading “Underwriting” (the “Directed Share Program”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is shares of Common Stock to be conducted in accordance with a Plan of Conversion sold by the Designated Underwriter pursuant to the Directed Share Program (the “PlanDirected Shares”) adopted will be sold by the Board of Directors Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Bank business day on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, which this Agreement is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Instinet Group Incorporated, a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell to the several underwriters named in Schedule A hereto (the "UNDERWRITERS") 29,500,000 shares ("FIRM SECURITIES") of capital its common stock, of which 45,000,000 shares are common stock having a $0.01 par value of one cent ($.01) per share ("SECURITIES") and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 4,425,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement up to 2,212,500 shares, for sale to directors, officers and employees of, and other parties associated with, the Company, its ultimate parent, Reuters Group PLC, and various of their respective subsidiaries (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be so sold to Participants pursuant to the mutual-to-stock conversion Directed Share Program (the "DIRECTED SHARES") will be sold pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by Participants by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, several Underwriters as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Kindred Healthcare, Inc., a Delaware corporation ("Company"), proposes to issue and sell 1,750,000 shares of its common stock, par value $0.25 per share ("Securities"), and the laws stockholders listed in Schedule A hereto (the "Selling Stockholders") propose severally and not jointly to sell an aggregate of 1,496,900 outstanding shares of the State of Washington for the purpose of holding all of the Securities (such 3,246,900 shares of common stock of Securities being hereinafter referred to as the Bank"Firm Securities"). The Company is authorized also proposes to issue 50,000,000 sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 487,035 additional shares of capital stock, of which 45,000,000 its Securities (such 487,035 additional shares are common stock having a par value of one cent ($.01) per share (being hereinafter referred to as the “Common Stock”"Optional Securities"). The OfferingFirm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC" or the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [ ] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined below, is being conducted in connection with herein) under the mutual-to-stock conversion of the Bank heading "Underwriting" (the “Conversion”"Directed Share Program"). The Conversion is being conducted in accordance with Firm Securities to be sold by the laws Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the United States and business day on which this Agreement is executed will be offered to the applicable regulations of public by the Federal Deposit Insurance Corporation (Underwriters as set forth in the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Prospectus. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby agree with the Plan, is offering, several Underwriters named in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share Schedule B hereto (the “Purchase Price”"Underwriters") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under PubMatic, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [●] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as the stockholders of the close of business on _________ __, 2010 Company named in Schedule B (collectively, the “Subscription OfferingSelling Stockholders”). Shares of Common Stock not purchased in the Subscription Offering may be offered ) severally propose to sell to the general public in a community offering that is expected Underwriters an aggregate of [●] Shares. The [●] Shares to be conducted during sold by the Subscription Offering (Company and the [●] Shares to be sold by the Selling Stockholders are collectively called the “Community Offering”). Firm Shares.” In the Community Offeringaddition, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves has granted to the right, in its absolute discretion, Underwriters an option to accept or reject, in whole or in part, any or all orders in the Community Offering purchase up to an additional [●] Shares and the Syndicated Community Offering (Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [●] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as defined below)provided in Section 2. The additional [●] Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may to be sold through a syndicated community offering managed by the Company and the additional [●] Shares to be sold by the Selling Agent (Stockholders pursuant to such option are collectively called the “Syndicated Community OfferingOptional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”). Except for the Tax Qualified Plans) and RBC Capital Markets, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories LLC (“RBCCM”) have agreed to act as representatives of the Offering combined generally is 50,000 sharesseveral Underwriters (in such capacity, provided that the Company may, subject to [FDIC and Department] approval, “Representatives”) in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with the Department term “Representatives” as used herein shall mean you, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (S-1, File No. 333-154734) (333-[●] which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company of effectiveness pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission 430A under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effectiveSecurities Act, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”called

Introductory. The Company was incorporated under Complete Production Services, Inc., a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the “Company”), proposes to issue and sell 13,000,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (“Securities”) and the stockholders listed in Schedule A hereto (“Selling Stockholders”) propose severally to sell an aggregate of 13,000,000 outstanding shares of the Securities (such 26,000,000 shares of Securities being hereinafter referred to as the “Common StockFirm Securities”). The OfferingSelling Stockholders also propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,900,000 additional outstanding shares of the Company’s Securities, as defined below, is set forth below (such 3,900,000 additional shares being conducted in connection with the mutual-to-stock conversion of the Bank (hereinafter referred to as the “ConversionOptional Securities”). The Conversion is being conducted in accordance with Firm Securities and the laws Optional Securities are herein collectively called the “Offered Securities”. As part of the United States and the applicable regulations of the Federal Deposit Insurance Corporation offering contemplated by this Agreement, UBS Securities LLC (the “FDICDesignated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 1,300,000 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Washington Department of Financial Institutions Company (collectively, “Participants”), as set forth in the Prospectus (as defined herein) under the heading “Underwriting” (the “DepartmentDirected Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) (such laws and will be sold by the regulations Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the FDIC and business day on which this Agreement is executed will be offered to the Department are referred to herein public by the Underwriters as set forth in the “Conversion Regulations”)Prospectus. The Company and the Bank are sometimes referred to herein as Selling Stockholders hereby agree with the several Underwriters named in Schedule B hereto (“Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “PlanUnderwriters”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Radiant Systems, Inc., a Georgia corporation (the laws “Company”), proposes to issue and sell to the several Underwriters named on Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 3,500,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a no par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansShares”), for a total of up to 10% and the stockholders of the Shares sold Company named in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B (collectively, the “Subscription OfferingSelling Stockholders”). Shares of Common Stock not purchased in the Subscription Offering may be offered ) severally propose to sell to the general public in a community offering that is expected Underwriters an aggregate of 1,193,848 Shares. The 3,500,000 Shares to be conducted during sold by the Subscription Offering (Company are referred to as “Firm Primary Shares” and the 1,193,848 Shares to be sold by the Selling Stockholders are referred to as the “Community Offering”). Firm Secondary Shares” and collectively are referred to as the “Firm Shares.” In the Community Offeringaddition, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves has granted to the right, in its absolute discretion, Underwriters an option to accept or reject, in whole or in part, any or all orders in the Community Offering purchase up to an additional 2,062 Shares and the Syndicated Community Offering (Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 702,015 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as defined below)provided in Section 2. The additional 2,062 Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may to be sold through a syndicated community offering managed by Selling Agent (the Company pursuant to such option are referred to as the “Syndicated Community OfferingOptional Primary Shares” and the additional 702,015 Shares to be sold by the Selling Stockholders pursuant to such option are referred to as the “Optional Secondary Shares” and collectively are referred to as the “Optional Shares.” The Firm Primary Shares and the Optional Primary Shares are collectively referred to as the “Primary Shares” and the Firm Secondary Shares and the Optional Secondary Shares are collectively referred to as the “Secondary Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories ) has agreed to act as representative of the Offering combined generally is 50,000 sharesseveral Underwriters (in such capacity, provided that the Company may, subject to [FDIC and Department] approval, “Representative”) in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 S-3 (File No. 333-154734) 162309), which contains a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating ), to be used in connection with the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”including all documents

Introductory. The Company was incorporated under the laws Variagenics, Inc., a Delaware corporation ("COMPANY"), proposes to issue and sell 5,000,000 shares ("FIRM SECURITIES") of the State of Washington for the purpose of holding all of the shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share ("SECURITIES") and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 750,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Gander Mountain Company, a Minnesota corporation (the laws "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) .01 per share (the “"Common Stock”"). The Offeringshares of Common Stock to be sold by the Company are called the "Firm Common Shares". In addition, the Company has granted to the Underwriters an option to purchase up to an additional shares of Common Stock (the "Optional Common Shares"), as defined below, is being conducted provided in connection with the mutual-to-stock conversion Section 2 of the Bank (the “Conversion”)this Agreement. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Common Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectivelyextent such option is exercised, the “Subscription Offering”Optional Common Shares are collectively called the "Common Shares". Banc of America Securities LLC ("BAS"). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇ ▇. It is acknowledged that the Company reserves the right, in its absolute discretion, ▇▇▇▇▇▇ & Co. have agreed to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (act as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories representatives of the Offering combined generally is 50,000 sharesseveral Underwriters (in such capacity, provided that the Company may, subject to [FDIC and Department] approval, "Representatives") in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Common Shares. The Company and the Underwriters agree that up to 5% of the Firm Common Shares to be purchased by the Underwriters (the "Directed Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the Bank filed with the Department and the FDIC an application or notice"Participants"), as appropriate, for conversion to a stock savings bank part of the distribution of the Common Shares by the Underwriters (the “Conversion Application”"Directed Share Program") subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the "NASD") and amendments thereto as required all other applicable laws, rule and regulations. One of the Underwriters (the "Designated Underwriter") shall be selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Department and Participants by the FDICend of the first business day after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-154734) (112494), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 19331933 and the rules and regulations promulgated thereunder (collectively, as amended (the “1933 "Securities Act”"), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,” except that if the prospectus "Registration Statement". Any registration statement filed by the Company pursuant to Rule 424(b462(b) of the rules and regulations, as amended, of the Commission under the 1933 Securities Act (is called the “1933 Act Regulations”"Rule 462(b) differs from the prospectus on file at the time the Registration Statement becomes effectiveStatement", the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time such of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the "Prospectus". All references in this Agreement to (i) the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus is filed with or mailed the Prospectus, or any amendments or supplements to any of the Commission for filingforegoing, and shall include any supplements copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and amendments thereto. Any document constituting a “free writing prospectus” Retrieval System (as defined in Rule 405 of "▇▇▇▇▇") and (ii) the 1933 Act Regulations), which Prospectus shall be deemed to include the Selling Agent has approved in advance "electronic Prospectus" provided for use by the Anchor Parties in connection with the Offering is offering of the Common Shares as contemplated by Section 3(k) of this Agreement. Immediately prior to the completion of the offering, (i) the Company intends to file amended and restated articles of incorporation with the State of Minnesota which authorize the issuance of shares of Common Stock and preferred stock, (ii) the Company intends to file amended and restated by-laws with the State of Minnesota, (iii) all outstanding shares of the Company's class A voting common stock, class B nonvoting common stock, class A nonvoting convertible preferred stock, class B voting convertible preferred stock and class C nonvoting convertible preferred stock will automatically convert into a total of shares of Common Stock, (iv) the Company will undertake a stock split in the form of a dividend on all previously existing shares of common stock and (v) all accumulated and unpaid dividends on shares of the Company's preferred stock will be extinguished without being paid. All of such transactions are collectively referred to herein as a “Permitted Free Writing Prospectus.”the "Pre-Offering Transactions". The Underwriters shall only be purchasing shares of Common Stock (post-split) pursuant to this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:

Introductory. The Company was incorporated under Kraft Foods Inc., a Virginia corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized "Company"), proposes to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between sell _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __shares ("Firm Securities") of its Class A Common Stock, 2010no par value ("Securities"); , and (iv) other deposit account holders also proposes to issue and borrowers of record as sell to the Underwriters, at the option of the close Underwriters, an aggregate of business on not more than __________ additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, the Underwriters (as defined herein) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to __________ shares, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered for sale to the general public in a community offering that is expected to be conducted during directors, officers and employees of the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, LewisCompany and its subsidiaries, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ Companies Inc., a Virginia corporation (the "Parent") and ▇▇▇▇▇. It is acknowledged that the Company reserves other subsidiaries of the rightParent (collectively, in its absolute discretion"Participants"), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold pursuant to the Directed Share Program (the "Directed Shares") will be sold at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed with the Board of Governors is a wholly owned subsidiary of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the PlanParent. The Company has filed hereby agrees with the Securities and Exchange Commission several Underwriters named in Schedule A hereto (the “Commission”"Underwriters") a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized PDF Solutions, Inc., a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell 4,500,000 shares ("FIRM SECURITIES") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.00015 per share ("SECURITIES") and also proposes to issue and sell to the “Common Stock”)Underwriters, at the option of the Underwriters, an aggregate of not more than 675,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Offering, as defined below, is being conducted in connection with Firm Securities and the mutual-to-stock conversion Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted offering contemplated by the Board of Directors of the Bank on July 15this Agreement, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of __________________ __, 2010); and (ivthe "DESIGNATED UNDERWRITER") other deposit account holders and borrowers of record as has agreed to reserve out of the close of business on _________ __Firm Securities purchased by it under this Agreement, 2010 up to 225,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the “Subscription Offering”Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased in the Subscription Offering may business day on which this Agreement is executed will be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Novatel Wireless, Inc., a Delaware corporation (the laws “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 4,250,000 shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with ; and the mutual-to-stock conversion stockholders of the Bank (the “Conversion”). The Conversion is being conducted Company named in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B (collectively, the “Subscription OfferingSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of 3,250,000 shares of Common Stock. Shares The 4,250,000 shares of Common Stock not purchased in to be sold by the Subscription Offering may Company and the 3,250,000 shares of Common Stock to be offered sold by the Selling Stockholders are collectively called the “Firm Common Shares”. In addition, the Company has granted to the general public Underwriters an option to purchase up to an additional 600,000 shares of Common Stock and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 525,000 shares of Common Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in a community offering that is expected Schedule B, all as provided in Section 2. The additional 600,000 shares to be conducted during sold by the Subscription Offering (Company and the additional 525,000 shares to be sold by the Selling Stockholders pursuant to such option are called the “Community OfferingOptional Common Shares”. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Common Shares”. Banc of America Securities LLC (“BAS”), ▇.▇. In the Community Offering▇▇▇▇▇▇ Securities Inc. (“▇.▇. ▇▇▇▇▇▇”), preference will be given to natural persons residing in the Washington counties of Grays Harbor▇▇ ▇▇▇▇▇ & Co., Thurston, LewisLLC, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇ Partners LLC and ▇▇▇▇▇. It is acknowledged that ThinkEquity Partners LLC have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICCommon Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-154734) 114116), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the . Any registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus statement filed by the Company pursuant to Rule 424(b462(b) of the rules and regulations, as amended, of the Commission under the 1933 Securities Act (is called the “1933 Act RegulationsRule 462(b) Registration Statement”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time such prospectus of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is filed with or mailed called the “Prospectus”. All references in this Agreement to the Commission for filingRegistration Statement, and the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and amendments theretoinclude the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any document constituting a “free writing prospectus” (as defined in Rule 405 The Company and each of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection Stockholders hereby confirm their respective agreements with the Offering is referred to herein Underwriters as a “Permitted Free Writing Prospectus.”follows:

Introductory. Gadzoox Networks, Inc., a Delaware corporation ("COMPANY"), proposes to issue and sell 3,500,000 shares ("FIRM SECURITIES") of its Common Stock, par value $0.005 per share, ("SECURITIES") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 525,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the offering contemplated by this Agreement, [CSFB] (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company was incorporated (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share heading "Underwriters" (the “Common Stock”"DIRECTED SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Apogee Therapeutics, Inc., a Delaware corporation (together with its predecessor entity, Apogee Therapeutics, LLC (“Apogee LLC”), the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [●] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) [●] per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [●] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [●] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are collectively called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan Offered Shares.” J▇▇▇▇▇▇▇▇ LLC (“Tax-Qualified PlansJefferies”), for a total of up to 10% of the Shares sold in the Offering; C▇▇▇▇ and Company, LLC (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription OfferingCowen”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇S▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right▇ & Company, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Incorporated (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationStifel”) and amendments thereto Guggenheim Securities, LLC (“Guggenheim”) have agreed to act as required by the Department and the FDIC. The Company has filed with the Board of Governors representatives of the Federal Reserve System several Underwriters (in such capacity, the “BoardRepresentatives”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Representatives agree that up to herein [●] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by the Underwriters (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Company was incorporated under DigitalThink, Inc., a Delaware corporation ("COMPANY"), proposes to issue and sell 4,400,000 shares ("FIRM SECURITIES") of its Common Stock, par value $0.001 per share, ("SECURITIES") and also proposes to issue and sell to the laws Underwriters, at the option of the State Underwriters, an aggregate of Washington for not more than 660,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the purpose of holding all Optional Securities are herein collectively called the "OFFERED SECURITIES." As part of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockoffering contemplated by this Agreement, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, Hamb▇▇▇▇▇ and & ▇uis▇ ▇▇▇▇▇. It is acknowledged that ▇ (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ___ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company reserves the right(collectively, in its absolute discretion"PARTICIPANTS"), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriters" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Ulta Salon, Cosmetics & Fragrance, Inc. (the laws “Company”), a Delaware corporation, has an authorized capital stock consisting of the State 70,000,000 shares, $0.01 par value, of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockPreferred Stock, of which 45,000,000 no shares will be outstanding as of the First Closing Date hereinafter defined, and 400,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 58,597,261 shares were outstanding as of May 10, 2010, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of May 10, 2010. Certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 8,976,112 shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are common stock having a acting severally and not jointly. Collectively, such total of 8,976,112 shares of Common Stock proposed to be sold by the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 1,346,417 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Series A Junior Participating Preferred Stock, par value of one cent ($.01) .01 per share (the “Common Preferred Stock”), of the Company. The Rights are to be issued pursuant to a Stockholder Rights Agreement (the “Rights Agreement”), dated as of October 25, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent. 1 Plus options to acquire up to an aggregate of 1,346,417 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Pricing Agreement”). The OfferingPricing Agreement may take the form of an exchange of any standard form of written telecommunication among the Company, the Selling Stockholders and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as defined below, is being conducted in connection with supplemented by the mutual-to-stock conversion Pricing Agreement. From and after the date of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws execution and delivery of the United States and Pricing Agreement, this Agreement shall be deemed to incorporate the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Pricing Agreement. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby confirm their agreement with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, Underwriters as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share Canada (the “Common StockCompany”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 8,461,542 common shares in the capital of the Company (the “Shares”) and (ii) pre-funded warrants of the Company to purchase an aggregate of 769,230 Shares (the “Pre-Funded Warrants”). The Offering, as defined below, is being conducted in connection 8,461,542 Shares to be sold by the Company are called the “Firm Shares” and together with the mutualPre-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Funded Warrants are referred to herein as the “Conversion Regulations”)Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,384,615 Shares as provided in Section 2. The additional 1,384,615 Shares to be sold by the Company and the Bank pursuant to such option are sometimes referred to herein as collectively called the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below the Optional Shares are collectively called the “Offered Shares” and all of which, collectively, together with the Pre-Funded Warrants are referred to herein as the “Offering”)Offered Securities.” ▇.▇. The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan ▇▇▇▇▇▇ Securities LLC (“Tax-Qualified Plans▇.▇. ▇▇▇▇▇▇”), for a total of up to 10% of the Shares sold in the Offering; ▇▇▇▇▇▇▇▇▇ LLC (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription OfferingJefferies”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering , BofA Securities, Inc. (the “Community OfferingBofA Securities”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right▇ & Company, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Incorporated (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationStifel”) and amendments thereto RBC Capital Markets, LLC have agreed to act as required by the Department and the FDIC. The Company has filed with the Board of Governors representatives of the Federal Reserve System several Underwriters (in such capacity, the “BoardRepresentatives”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to offering and sale of the Offered Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as a Underwriter, and the term “Permitted Free Writing ProspectusUnderwriters” shall mean either the singular or the plural, as the context requires. As used herein, “Warrant Shares” means the Shares issuable upon exercise of the Pre-Funded Warrants.”

Introductory. The Company was incorporated under Chuy’s Holdings, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [ ] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [ ] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [ ] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are collectively called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Offered Shares.” Jefferies & Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan Inc. (“Tax-Qualified PlansJefferies”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. It is acknowledged that ▇▇▇▇▇ & Co. Incorporated (“Baird”) have agreed to act as Representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. Jefferies and Baird agree that up to herein [ ] of the Firm Shares to be purchased by them (the “Directed Shares”) shall be reserved for sale by Jefferies, Baird and their respective affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by Jefferies and Baird (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Egreetings Network, Inc., a Delaware corporation ("Company"), proposes to issue 50,000,000 and sell 6,000,000 shares ("Firm Securities") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share ("Securities") and also proposes to issue and sell to the “Common Stock”)Underwriters, at the option of the Underwriters, an aggregate of not more than 900,000 additional shares ("Optional Securities") of its Securities as set forth below. The Offering, as defined below, is being conducted in connection with Firm Securities and the mutual-to-stock conversion Optional Securities are herein collectively called the "Offered Securities." As part of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted offering contemplated by the Board of Directors of the Bank on July 15this Agreement, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of [_________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ ____] (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, 2010 up to [_________________] shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the “Subscription Offering”Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of Common Stock not purchased in the Subscription Offering may business day on which this Agreement is executed will be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Evolus, Inc., a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [●] shares (the “Primary Firm Shares”) of capital its common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.00001 per share (the “Common StockShares”) and Alphaeon Corporation, a Delaware corporation (the “Selling Stockholder”), proposes to sell to the Underwriters an aggregate of [●] Shares (the “Secondary Firm Shares”). The OfferingPrimary Firm Shares to be sold by the Company and the Secondary Firm Shares to be sold by the Selling Stockholder are collectively called the “Firm Shares.” In addition, as defined below, is being conducted in connection with the mutual-to-stock conversion of Company has granted to the Bank Underwriters an option to purchase up to an additional [●] Shares (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDICPrimary Optional Shares”) and the Washington Department of Financial Institutions Selling Stockholder has granted to the Underwriters an option to purchase up to an additional [●] Shares (the “DepartmentSecondary Optional Shares”) (such laws ), all as provided in Section 2. The additional Primary Optional Shares to be sold by the Company and the regulations of additional Secondary Optional Shares to be sold by the FDIC Selling Stockholder pursuant to such option are collectively called the “Optional Shares.” The Primary Firm Shares and, if and to the extent such option is exercised, the Primary Optional Shares are collectively called the “Primary Offered Shares.” The Secondary Firm Shares and, if and to the extent such option is exercised, the Secondary Optional Shares are collectively called the “Secondary Offered Shares.” The Primary Offered Shares and the Department Secondary Offered Shares are collectively referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOffered Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Cantor ▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“Cantor”) and ▇▇▇▇▇. It is acknowledged that Mizuho Securities USA LLC (“Mizuho”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with term “Representatives” as used herein shall mean the Department Representatives, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S‑1 (File No. 333-154734) (333‑[●]), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,Registration Statement.” except that if the prospectus Any registration statement filed by the Company pursuant to Rule 424(b462(b) under the Securities Act in connection with the offer and sale of the rules and regulations, as amended, of the Commission under the 1933 Act (Offered Shares is called the “1933 Act Regulations”Rule 462(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ ProspectusStatement,” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time of filing of any such prospectus is filed with Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or mailed in the form first made available to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use Underwriters by the Anchor Parties in connection with Company to meet requests of purchasers pursuant to Rule 173 under the Offering Securities Act, is referred to herein as a called the “Permitted Free Writing Prospectus.”

Introductory. The Company was Axovant Gene Therapies Ltd., a company incorporated and organized under the laws of Bermuda (the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 shares and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of capital stock14,031,336 common shares, of which 45,000,000 shares are common stock having a par value $0.00001 per common share (the “Shares”); and (ii) pre-funded warrants to purchase an aggregate of one cent (3,301,998 common shares at an exercise price equal to $.01) 0.00001 per share (the “Common StockPre-Funded Warrants”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of 14,031,336 Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that by the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter are called the “Prospectus,Firm Shares.” except that if In addition, the prospectus filed Company has granted to the Underwriters an option to purchase up to an additional 2,600,000 Shares as provided in Section 2. The additional 2,600,000 Shares to be sold by the Company pursuant to Rule 424(b) such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The Offered Shares and the Pre-Funded Warrants are collectively called the “Securities.” The Shares issuable upon exercise of the rules and regulations, Pre-Funded Warrants are herein referred to as amended, the “Warrant Shares.” SVB Leerink LLC has agreed to act as representative of the Commission under the 1933 Act several Underwriters (in such capacity, the “1933 Act RegulationsRepresentative”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to offering and sale of the Securities. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as a Underwriter, and the term “Permitted Free Writing ProspectusUnderwriters” shall mean either the singular or the plural, as the context requires.”

Introductory. The Company was incorporated under Claymont Steel Holdings, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 6,250,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common StockShares”). The Offering6,250,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, H.I.G. Capital LLC, Inc., a Delaware corporation (the “Selling Stockholder”) has granted to the Underwriters an option to purchase up to an additional 937,500 Shares as set forth on Schedule B, as defined belowprovided in Section 2. The additional 937,500 Shares to be sold by the Selling Stockholder pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is being conducted exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the mutual-to-stock conversion offering and sale of the Bank Offered Shares. Jefferies agrees that up to [ ] of the Firm Shares to be purchased by the it (the “ConversionDirected Shares”). The Conversion is being conducted in accordance ) shall be reserved for sale by Jefferies and its affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription OfferingParticipants”), as part of the distribution of the Offered Shares by Jefferies (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. and all other applicable laws, rule and regulations. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of Common Stock not purchased in the Subscription Offering first business day after the date of this Agreement, such Directed Shares may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (Underwriters as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories part of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applicationspublic offering contemplated hereby.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under ALX Oncology Holdings Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [●] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [●] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [●] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are collectively called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), Credit Suisse Securities (USA) LLC (“Credit Suisse”), ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering ▇▇ & Co. (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application▇▇▇▇▇ ▇▇▇▇▇▇▇”) and amendments thereto Cantor ▇▇▇▇▇▇▇▇▇▇ & Co. (“Cantor”) have agreed to act as required by the Department and the FDIC. The Company has filed with the Board of Governors representatives of the Federal Reserve System several Underwriters (in such capacity, the “BoardRepresentatives”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Jefferies agrees that up to herein [●] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by the Underwriters (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [●]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Company was incorporated under Ulta Salon, Cosmetics & Fragrance, Inc. (the laws “Company”), a Delaware corporation, has an authorized capital stock consisting of the State 70,000,000 shares, $0.01 par value, of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockPreferred Stock, of which 45,000,000 no shares will be outstanding as of the First Closing Date hereinafter defined, and 400,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 62,883,482 shares were outstanding as of May 1, 2012, and no other shares of Common Stock will have been issued as of the First Closing Date, except for shares of Common Stock issued upon the exercise of stock options outstanding as of May 1, 2012. Certain stockholders of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 7,000,000 shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A (“Underwriters”), who are common stock having a acting severally and not jointly. Collectively, such total of 7,000,000 shares of Common Stock proposed to be sold by the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, one Selling Stockholder, as identified on Schedule B (the “Option Stockholder”), proposes to grant to the Underwriters the option to purchase up to an aggregate of 1,050,000 additional shares of Common Stock (the “Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent the Underwriters’ option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Series A Junior Participating Preferred Stock, par value of one cent ($.01) .01 per share (the “Common Preferred Stock”), of the Company. The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank Rights are to be issued pursuant to a Stockholder Rights Agreement (the “ConversionRights Agreement”). The Conversion is being conducted in accordance with , dated as of October 25, 2007, between the laws of the United States Company and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein American Stock Transfer & Trust Company, as the “Conversion Regulations”)Rights Agent. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby confirm their agreement with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, Underwriters as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Manchester United Ltd., a Cayman Islands exempted company (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [·] shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits Class A Ordinary Shares, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0005 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank ; and Red Football LLC (the “ConversionSelling Shareholder”)) proposes to sell to the Underwriters an aggregate of [·] Shares. The Conversion is being conducted in accordance with [·] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank [·] Shares to be sold by the Selling Shareholder are sometimes referred to herein as collectively called the “Anchor PartiesFirm Shares.” In addition, the Selling Shareholder has granted to the Underwriters an option to purchase up to an additional [·] Shares. The additional [·] Shares to be sold by the Selling Shareholder pursuant to such option are collectively called the “Optional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”)Offered Shares.” ▇▇▇▇▇▇▇▇▇ & Company, Inc., Credit Suisse Securities (USA) LLC, ▇.▇. The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ and & ▇▇▇▇▇. It is acknowledged that ▇ Incorporated and Deutsche Bank Securities Inc. have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering offering and sale of the Offered Shares. As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is referred made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to herein act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as a such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered Shares; “Permitted Free Writing Prospectus.”Section 5

Introductory. Numerical Technologies, Inc., a Delaware corporation ("Company"), proposes to issue and sell 5,534,000 shares ("Firm Securities") of its Common Stock, par value $0.001 per share, ("Securities") and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 830,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to * shares, for sale to the Company's directors, officers, employees and other parties associated with the Company was incorporated (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share heading "Underwriters" (the “Common Stock”"Directed Share Program"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was Affimed N.V., a company incorporated under the laws of the State of Washington for Netherlands (the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 shares and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of capital stock22,500,000 common shares, of which 45,000,000 shares are common stock having a par value of one cent ($.01) €0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with 22,500,000 Common Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “ConversionFirm Shares.” In addition, the Company has granted to the Underwriters an over-allotment option to purchase up to 3,375,000 Common Shares as provided in Section 2. The 3,375,000 Common Shares to be sold pursuant to such over-allotment option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation , SVB Securities LLC (the “FDICSVB Leerink”), Truist Securities, Inc. (“Truist”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and Fargo Securities, LLC (“▇▇▇▇▇. It is acknowledged that ▇ Fargo”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with the Department term “Representatives” as used herein shall mean you, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 (F-3, File No. 333-154734) 260946, as amended by Post-Effective Amendments No. 1 and No. 2 thereto, including a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties be used in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”public offering and sale of the Offered Shares. Such registration statement, as

Introductory. The Company was incorporated under Legacy Healthcare Properties Trust Inc., a Maryland corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [___] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [___] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [___] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [___] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are collectively called the “FDICOptional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇▇ & Company, Incorporated have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. It is acknowledged Jefferies agrees that a portion of the Company reserves the right, in its absolute discretion, Firm Shares to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not be purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent it (the “Syndicated Community OfferingDirected Shares”) shall be reserved for sale by Jefferies and its affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories as part of the Offering combined generally is 50,000 shares, provided that distribution of the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Offered Shares by Jefferies (the “Conversion ApplicationDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and amendments thereto as required all other applicable laws, rule and regulations. To the extent that such Directed Shares are not orally confirmed for purchase by the Department and Participants by the FDICend of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-11 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations166448), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”contains a

Introductory. The Company was incorporated under Addus HomeCare Corporation, a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,075,267 shares (the “Primary Firm Shares”) of capital its common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common StockShares”); and the stockholder of the Company named in Schedule B (the “Selling Stockholder”) propose to sell to the Underwriters an aggregate of 1,024,733 Shares (the “Secondary Offered Shares”). The OfferingPrimary Firm Shares to be sold by the Company and the Secondary Offered Shares to be sold by the Selling Stockholder are collectively called the “Firm Shares.” In addition, as defined below, is being conducted in connection with the mutual-to-stock conversion of Company has granted to the Bank Underwriters an option to purchase up to an additional 315,000 Shares (the “ConversionOptional Shares”), as provided in Section 2. The Conversion Primary Firm Shares and, if and to the extent such option is being conducted in accordance with exercised, the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Optional Shares are collectively called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesPrimary Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇, ▇▇▇▇▇ LLC (“Jefferies”), RBC Capital Markets, LLC (“RBC”) and ▇▇▇▇▇. It is acknowledged that ▇▇ ▇▇▇▇▇ & Associates, Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 (S-3, File No. 333-154734) 214988, including a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating to be used in connection with the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company of effectiveness pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission 430A or 430B under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effectiveSecurities Act, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”is

Introductory. The Company was incorporated under LHC Group, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 1,000,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with ; and the mutual-to-stock conversion stockholders of the Bank (the “Conversion”). The Conversion is being conducted Company named in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B (collectively, the “Subscription OfferingSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of 3,000,000 shares of Common Stock. Shares The 1,000,000 shares of Common Stock not purchased in to be sold by the Subscription Offering may Company and the 3,000,000 shares of Common Stock to be offered sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company and the Selling Stockholders have severally granted to the general public in a community offering that is expected Underwriters an option to be conducted during the Subscription Offering purchase up to an additional 600,000 shares of Common Stock (the “Community OfferingOptional Shares”), with the Company selling up to 150,000 shares and each Selling Stockholder selling up to the amount of such Optional Shares set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. In The Firm Shares and, if and to the Community Offeringextent such option is exercised, preference will be given to natural persons residing in the Washington counties of Grays HarborOptional Shares are collectively called the “Offered Shares.” Jefferies & Company, ThurstonInc. (“Jefferies”), Lewis, ▇CIBC World Markets Corp. and S▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that ▇ & Company, Incorporated have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-154734) (333–135024), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with including all documents incorporated or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”deemed

Introductory. The Company was incorporated under ViSalus, Inc., a Nevada corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [—] shares of its Class A common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as the stockholders of the close of business on _________ __, 2010 Company named in Schedule B (collectively, the “Subscription OfferingSelling Stockholders”) severally propose to sell to the Underwriters an aggregate of [—] Shares. The [—] Shares to be sold by the Company and the [—] Shares to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The additional [—] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies & Company, Inc. has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Representative agrees that up to [—] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by the Representative. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of Common Stock not purchased in the Subscription Offering first business day after the date of this Agreement, such Directed Shares may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (Underwriters as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories part of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICpublic offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (S-1, File No. 333-154734) (183335 which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”effectiveness pursuant

Introductory. The Company was BEST Inc., an exempted company incorporated under in the laws of Cayman Islands (the State of Washington for “Company”), agrees, subject to the purpose of holding all of the shares of common stock of the Bank. The Company is authorized terms and conditions stated herein, to issue 50,000,000 shares and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”), an aggregate of capital stock53,560,000 American Depositary Shares (“ADSs”), of which 45,000,000 shares are common stock having a each ADS representing one Class A ordinary share, par value of one cent ($.01) US$0.01 per share (the “Common StockOrdinary Shares”) of the Company, and the shareholders listed in Schedule B hereto (the “Selling Shareholders”) severally and not jointly agree, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 8,540,000 ADSs. At the election of the Underwriters, certain of the Selling Shareholders (to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an aggregate of 9,315,000 additional ADSs. The aggregate of 62,100,000 ADSs to be sold by the Company and the Selling Shareholders are hereinafter referred to as the “Firm Securities,” and the aggregate of up to 9,315,000 additional ADSs to be sold by certain Selling Shareholders are hereinafter referred to as the “Optional Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). The OfferingUnderwriters have agreed to reserve a portion of the Offered Shares to be purchased by them under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as defined below, is being conducted set forth in connection with the mutual-to-stock conversion of Final Prospectus under the Bank heading “Underwriting” (the “ConversionDirected Share Program”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Directed Share Program shall be administered by ▇.▇. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, Securities LLC (with respect to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Directed Shares (as defined below) offered in the United States) and CLSA Limited (with respect to Directed Shares offered outside of the United States) (together, the “DSP Underwriters”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not confirmed orally or in writing for purchase by any Participant by 9:00 A.M. (New York City time) on the day following the date of Common Stock not purchased this Agreement will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may Final Prospectus. The ADSs are to be sold through issued pursuant to a syndicated community offering managed by Selling Agent deposit agreement (the “Syndicated Community OfferingDeposit Agreement”). Except for , dated as of , 2017 among the Tax Qualified PlansCompany, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 sharesCitibank, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or noticeN.A., as appropriate, for conversion to a stock savings bank depositary (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCADepositary”), and holders and beneficial owners from time to time of the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the American Depositary Receipts (“Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “CommissionADRs”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed issued by the Company pursuant to Rule 424(b) of Depositary and evidencing the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusADSs.”

Introductory. i3 Verticals, Inc., a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Underwriting Agreement (this “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”), 3,250,000 shares of Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”) of the Company. The aggregate of 3,250,000 shares of Class A Common Stock so proposed to be sold is hereinafter referred to as the “Firm Stock.” The Company was incorporated under also proposes to sell to the laws Underwriters, upon the terms and conditions set forth in Section ‎‎3 hereof, up to an additional 487,500 shares of Class A Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock.” BofA Securities, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC are acting as representatives of the State of Washington for several Underwriters and in such capacity are hereinafter referred to as the purpose of holding all of “Representatives.” The Class A Common Stock, together with the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockCompany’s Class B Common Stock, of which 45,000,000 shares are common stock having a $0.0001 par value of one cent ($.01) per share (the “Class B Common Stock”), are referred to herein collectively as (the “Common Stock”). The Offeringnet proceeds of this offering will be used to finance the Company’s repurchase of (1) 3,250,000 Class A common units from i3 Verticals, LLC, and (2) if the Underwriters exercise their option to purchase the Optional Stock in full, 487,500 Class A common units from certain continuing equity owners, in each case at a price equal to the purchase price paid by the Underwriters for the Stock as set out in Schedule C hereof and as further described in the “Use of Proceeds” section of the Prospectus (as defined below, is being conducted in connection with the mutual-to-stock conversion ). #93375751v17 The business of the Bank Company is conducted through i3 Verticals, LLC, a Delaware limited liability company (the “Conversioni3 Verticals, LLC”), and its subsidiaries. The Conversion Company is being conducted in accordance with the laws sole managing member of i3 Verticals, LLC. As the sole managing member of i3 Verticals, LLC, the Company operates and controls all of the United States business and the applicable regulations affairs of the Federal Deposit Insurance Corporation (the “FDIC”) i3 Verticals, LLC and, through i3 Verticals, LLC and the Washington Department of Financial Institutions (the “Department”) (such laws its subsidiaries, conducts its business. The Company and the regulations of the FDIC and the Department i3 Verticals, LLC are collectively referred to herein as the “Conversion Regulations”). The i3 Verticals Parties,” and each of the Company and the Bank are i3 Verticals, LLC is sometimes individually referred to herein as the an “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectusi3 Verticals Party.”

Introductory. The Company was incorporated under IntraLase Corp., a Delaware corporation (the laws “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [ ] shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 336,314 shares of Common Stock. The Offering[ ] shares of Common Stock to be sold by the Company and the 336,314 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Common Shares”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional [ ] shares (the “Optional Common Shares”) of Common Stock, as defined belowprovided in Section 2. The Firm Common Shares and, if and to the extent such option is being conducted exercised, the Optional Common Shares are collectively called the “Common Shares”. Banc of America Securities LLC (“BAS”), Wachovia Capital Markets, LLC, First Albany Capital Inc., and ThinkEquity Partners LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the mutual-to-stock conversion offering and sale of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Common Shares. The Company and the Bank are sometimes referred Underwriters agree that up to herein as [ ] of the “Anchor Parties.” The Conversion is Firm Common Shares to be conducted in accordance with a Plan of Conversion purchased by the Underwriters (the “PlanDirected Shares”) adopted shall be reserved for sale by the Board of Directors of the Bank on July 15Underwriters to certain eligible directors, 2008 officers, employees and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock consultants of the Company. The Shares will be offered in descending order , persons having business relationships with the Company and friends and family members of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% certain officers of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Company (collectively, the “Subscription OfferingParticipants”), as part of the distribution of the Common Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (the “NASD”) and all other applicable laws, rules and regulations. One of the Underwriters (the “Designated Underwriter”) shall be selected to process the sales to the Participants under the Directed Share Program. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of Common Stock not purchased in the Subscription Offering first business day after the date of this Agreement, such Directed Shares may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories part of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICpublic offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (116016), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,” except that if the prospectus Registration Statement”. Any registration statement filed by the Company pursuant to Rule 424(b462(b) of the rules and regulations, as amended, of the Commission under the 1933 Securities Act (is called the “1933 Act RegulationsRule 462(b) Registration Statement”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”; provided, however, that if the Company has, with the consent of BAS, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” shall mean the Company’s prospectus subject to completion (each, a “preliminary prospectus”) dated [ ], 2004 (such preliminary prospectus is called the “Rule 434 preliminary prospectus”), together with the applicable term sheet (the “Term Sheet”) prepared and filed by the Company with or mailed the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the Commission for filingdate of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement, and the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any supplements copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and amendments thereto. Any document constituting a Retrieval System (“free writing prospectus▇▇▇▇▇”) and (ii) the Prospectus shall be deemed to include the “electronic Prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance provided for use by the Anchor Parties in connection with the Offering is offering of the Common Shares as contemplated by Section 3(l) of this Agreement. Prior to the purchase of the Firm Common Shares by the Underwriters on the First Closing Date referred to herein in Section 2(b), the Company shall effect a 0.721528-for-one reverse stock split (the “Stock Split”). The Company and each of the Selling Stockholders hereby confirm their respective agreements with the Underwriters as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Lexent Inc., a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell 12,500,000 shares ("FIRM SECURITIES") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) .001 per share ("SECURITIES") and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 1,875,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 674,615 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated Xenon Pharmaceuticals Inc., a corporation continued under the federal laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share Canada (the “Common StockCompany”). The Offering, as defined below, is being conducted proposes to issue and sell to the several underwriters named in connection with the mutual-to-stock conversion of the Bank Schedule A (the “ConversionUnderwriters”). The Conversion is being conducted ) an aggregate of 3,000,000 common shares in accordance with the laws capital of the United States and the applicable regulations of the Federal Deposit Insurance Corporation Company (the “FDICShares”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as the shareholders of the close of business on _________ __, 2010 Company named in Schedule B (collectively, the “Subscription OfferingSelling Shareholders”). Shares of Common Stock not purchased in the Subscription Offering may be offered ) severally propose to sell to the general public in a community offering that is expected Underwriters an aggregate of 1,000,000 Shares. The 3,000,000 Shares to be conducted during sold by the Subscription Offering (Company and the 1,000,000 Shares to be sold by the Selling Shareholders are collectively called the “Community Offering”). Firm Shares.” In the Community Offeringaddition, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves has granted to the right, in its absolute discretion, Underwriters an option to accept or reject, in whole or in part, any or all orders in the Community Offering purchase up to an additional 450,000 Shares and the Syndicated Community Offering (Selling Shareholders have severally granted to the Underwriters an option to purchase up to an additional 150,000 Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule B, all as defined below)provided in Section 2. The additional 450,000 Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may to be sold through a syndicated community offering managed by the Company and the additional 150,000 Shares to be sold by the Selling Agent (Shareholders pursuant to such option are collectively called the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Optional Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includesFirm Shares and, among other thingsif and to the extent such option is exercised, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Optional Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter are collectively called the “Prospectus,Offered Shares.” except that if the prospectus filed by the Company pursuant Jefferies LLC (“Jefferies”) has agreed to Rule 424(b) act as representative of the rules and regulationsseveral Underwriters (in such capacity, as amended, of the Commission under the 1933 Act (the “1933 Act RegulationsRepresentative”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representative” as used herein shall mean you, as a Underwriter, and the term “Permitted Free Writing ProspectusUnderwriters” shall mean either the singular or the plural, as the context requires.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇ Bio Innovations, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [—] shares of its common stock, par value $[—] per share (the “Shares). The [—] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The additional [—] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“Piper”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. It is acknowledged that To the Company reserves extent there are no additional underwriters listed on Schedule A, the rightterm “Representatives” as used herein shall mean you, in its absolute discretionas Underwriters, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (term “Underwriters” shall mean either the singular or the plural, as defined below)the context requires. Jefferies agrees that up to [—] of the Firm Shares of Common Stock not to be purchased in by the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent Underwriters (the “Syndicated Community OfferingDirected Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories as part of the Offering combined generally is 50,000 shares, provided that distribution of the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with Offered Shares by the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Underwriters (the “Conversion ApplicationDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and amendments thereto as required all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not orally confirmed for purchase by the Department and Participants by the FDICend of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (S-1, File No. 333-154734) (189753 which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,Registration Statement.” except that if the prospectus Any registration statement filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations462(b), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under TAL International Group, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 2,500,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with ; and the mutual-to-stock conversion stockholders of the Bank (the “Conversion”). The Conversion is being conducted Company named in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B (collectively, the “Subscription OfferingSelling Stockholders”)) severally propose to sell to the Underwriters an aggregate of 3,000,000 shares of Common Stock. Shares The 2,500,000 shares of Common Stock not purchased in to be sold by the Subscription Offering may Company and the 3,000,000 shares of Common Stock to be offered sold by the Selling Stockholders are collectively called the “Firm Shares”. In addition, the Selling Stockholders have severally granted to the general public in a community offering that is expected Underwriters an option to be conducted during the Subscription Offering purchase up to an additional 825,000 shares (the “Community OfferingOptional Shares”) of Common Stock, as provided in Section 3(b), each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Shares”. In the Community Offering▇▇▇▇▇▇▇ Lynch, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, LewisPierce, ▇▇▇▇▇▇, ▇ & ▇▇▇▇▇ Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇. It is acknowledged that ▇ Fargo Securities, LLC have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to offering and sale of the Shares. To the extent there are no additional Underwriters listed on Schedule A other than you, the terms Representatives and Underwriters as used herein shall mean you, as a “Permitted Free Writing Prospectus.”Underwriters. The terms Representatives and Underwriters shall mean either the singular or plural as the context requires. The Company and each of the Selling Stockholders hereby agree, severally and not jointly, with the several Underwriters as follows:

Introductory. Genzyme Corporation, a Massachusetts corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule C hereto (the "Purchasers") U.S.$225,000,000 principal amount of its 5 1/4% Convertible Subordinated Notes Due 2005 (the "Firm Securities") and also proposes to grant to the Purchasers an option, exercisable by Credit Suisse First Boston Corporation ("CSFBC") to purchase an aggregate of up to an additional U.S. $25,000,000 principal amount of its 5 1/4% Convertible Subordinated Notes Due 2005 ("Optional Securities"), each to be issued under an indenture, dated as of May 22, 1998 (the "Indenture"), between the Company and State Street Bank and Trust Company, as Trustee. The Company was incorporated under Firm Securities and the laws Optional Securities which the Purchasers may elect to purchase pursuant to Section 3 hereof are herein collectively called the "Offered Securities." The United States Securities Act of 1933, as amended, is herein referred to as the "Securities Act." The holders of the State Offered Securities will be entitled to the benefits of Washington for a Registration Rights Agreement of even date herewith among the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion Purchasers (the “Plan”) adopted by "Registration Rights Agreement"), pursuant to which the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in Company agrees to file a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share registration statement (the “Purchase Price”"Registration Statement") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333-154734) (registering the “Registration Statement”) containing a prospectus relating to resale of the Subscription Offering, the Community Offering Offered Securities and the Syndicated Community Offering for the registration of the sale of the Underlying Shares (as defined below) issuable upon conversion thereof under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file Company hereby agrees with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, several Purchasers as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was Iroko Pharmaceuticals Inc., a company incorporated under the laws of the State British Virgin Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of Washington for the purpose of holding all of the [—] shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits ordinary shares, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [—] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [—] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇, ▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. It is acknowledged that To the Company reserves extent there are no additional underwriters listed on Schedule A, the rightterm “Representatives” as used herein shall mean you, in its absolute discretionas Underwriters, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (term “Underwriters” shall mean either the singular or the plural, as defined below)the context requires. The Representatives agree that up to [—] of the Firm Shares of Common Stock not to be purchased in by the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent Underwriters (the “Syndicated Community OfferingDirected Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories as part of the Offering combined generally is 50,000 shares, provided that distribution of the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with Offered Shares by the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Underwriters (the “Conversion ApplicationDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and amendments thereto as required all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not orally confirmed for purchase by the Department and Participants by the FDICend of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (F-1, File No. 333-154734) (the “Registration Statement”) containing 189428 which contains a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”form of

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion Offering is to be conducted in accordance with a the Northwest Bancorp, Inc. 2003 Stock Issuance Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank Company and ratified by the Board of Trustees of the MHC on July 15March 31, 2008 2003 (as the same may from time to time be amended, the “Plan”). Pursuant to the Plan, the Company will offer the Shares for sale in the Offering to qualified depositors of NWSB, JSB and Leeds, certain employee benefit plans of the Company and NWSB, and, to the extent shares remain available, members of the general public with a preference first given to residents of the Local Community (as amended on August 23, 2010defined below) and then to the Company’s stockholders other than the MHC (the “Minority Stockholders”). The Company, in In accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rightsPlan and subject to the purchase limitations set forth therein, the Company will offer the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to the following categories of persons in a subscription offering (the Subscription Offering”): (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts of NWSB, JSB and Leeds totaling $50 or more as of June 30December 31, 20072001); (ii) the tax-qualified employee stock benefit plans of NWSB, the Company or any of their affiliates (“Tax-Qualified Employee Benefit Plans”), including the Company’s employee stock ownership plan (the “Tax-Qualified PlansESOP”)) and Retirement Savings Plan (the “401(k) Plan”) (which, for a total of in the aggregate, may purchase up to 10% of the Shares sold issued in the Offering); and (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts of NWSB, JSB and Leeds totaling $50 or more as of _________ __March 31, 2010); and (iv) other deposit account holders and borrowers 2003, excluding persons who are Eligible Account Holders, Tax-Qualified Employee Benefit Plans or officers, directors or trustees of record as of the close of business on _________ __, 2010 (collectivelyNWSB, the “Subscription Offering”Company or the MHC). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given as follows: first, to natural persons residing who reside in the Washington “Local Community,” defined as the Commonwealth of Pennsylvania, the Maryland counties of Grays Harbor, Thurston, Lewis, A▇▇▇▇▇▇▇ Arundel, Baltimore, Carroll, Harford, H▇▇▇▇▇ and Q▇▇▇▇ ▇▇▇▇▇, Baltimore City, the New York counties of Chautuaqua, Cattaraugus and Erie, and the Ohio counties of Lake, Geagua and Ashtabula; second, to the Minority Stockholders as of the record date set by the Company for the purpose of determining the eligibility of Minority Stockholders to purchase Shares in the Community Offering; and third, to members of the general public. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below)Offering. Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). The Subscription Offering, Community Offering and Syndicated Community Offering are referred to collectively as the “Offering.” Except for the Tax Tax-Qualified Employee Benefit Plans, generally no person may purchase in the Offering more than 50,000 Shares; $1,000,000 of Offering Stock, and the maximum number of shares amount that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares$1,500,000 of Offering Stock; provided, provided however, that the Company may, subject to [FDIC and Department] approvalthe approval of the Office of Thrift Supervision (the “OTS”), in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board OTS a Form MHC-2, Application for Approval of Governors a Minority Stock Issuance by a subsidiary of the Federal Reserve System a Mutual Holding Company (as amended, the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 S-3 (File No. 333-154734105131) (as amended, the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto to the Registration Statement and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with prospectus included in the Commission Registration Statement at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus any Prospectus filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations, as amended, regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file included in the Registration Statement at the time the Registration Statement becomes effective, the term “ “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time such prospectus is filed with or mailed to the Commission for filingCommission, and shall include any subsequent supplements and amendments thereto. Any document constituting a References herein to the Registration Statement and the Prospectus shall be deemed to include all filings made by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “free writing prospectus1934 Act”), that are incorporated by reference into the Registration Statement and Prospectus. As used herein, the term “subsidiary” (as defined has the meaning given to such term in Rule 405 1-02(x) of Regulation S-X of the 1933 Act Regulations)Securities and Exchange Commission, which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred and references herein to herein as “subsidiaries” of a “Permitted Free Writing Prospectusperson include all direct and indirect subsidiaries of that person.”

Introductory. The Company was incorporated under Beas▇▇▇ ▇▇▇adcast Group, Inc., a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized "Company"), proposes to issue 50,000,000 and sell 6,850,000 shares ("Firm Securities") of capital stockits Class A Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) .001 per share (the “Common Stock”"Securities"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,027,500 additional shares ("Optional Securities") of its Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities." As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 342,500 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Dicerna Pharmaceuticals, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [—] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [—] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [—] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇, ▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇Leerink Partners LLC (“Leerink”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. It is acknowledged The Representatives agree that up to [—] of the Company reserves Firm Shares to be purchased by the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent Underwriters (the “Syndicated Community OfferingDirected Shares”) shall be reserved for sale to certain eligible employees, directors and other persons associated with the Company (collectively, the “Participants”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories as part of the Offering combined generally is 50,000 shares, provided that distribution of the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with Offered Shares by the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Underwriters (the “Conversion ApplicationDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and amendments thereto as required all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not orally confirmed for purchase by the Department and Participants by the FDICend of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (S-1, File No. 333-154734) (193150 which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include including any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”information deemed

Introductory. The Company was incorporated under Forgent Power Solutions, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [●] shares of its class A common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.00001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as each of the close stockholders of business on _________ __, 2010 the Company named in Schedule B (collectively, the “Subscription OfferingSelling Stockholders”). Shares , severally and not jointly, propose to sell to the Underwriters an aggregate of Common Stock not purchased [●] Shares, in the Subscription Offering may respective amounts set forth in Schedule B. The [●] Shares to be offered sold by the Company and the [●] Shares to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the general public Underwriters an option to purchase up to an additional [●] Shares and the Selling Stockholders have severally and not jointly granted to the Underwriters an option to purchase up to an additional [●] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in a community offering that is expected Schedule B, all as provided in Section 2. The additional [●] Shares to be conducted during sold by the Subscription Offering (Company and the additional [●] Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Community OfferingOptional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇▇”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇ LLC (“▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇. It is acknowledged that ▇ ▇▇▇▇▇▇▇ & Co. LLC (“MS”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretiontogether, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein offering and sale of the Offered Shares. The term “Underwriters” shall mean either the singular or the plural, as a “Permitted Free Writing Prospectusthe context requires.”

Introductory. The Company was incorporated under Chuy’s Holdings, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [ ] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as the stockholders of the close of business on _________ __, 2010 Company named in Schedule B (collectively, the “Subscription OfferingSelling Stockholders”). Shares of Common Stock not purchased in the Subscription Offering may be offered ) severally propose to sell to the general public in a community offering that is expected Underwriters an aggregate of [ ] Shares. The [ ] Shares to be conducted during sold by the Subscription Offering (Company and the [ ] Shares to be sold by the Selling Stockholders are collectively called the “Community Offering”)Firm Shares.” In addition, the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ ] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. In The additional [ ] Shares to be sold by the Community OfferingSelling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, preference will be given if and to natural persons residing in the Washington counties of Grays Harborextent such option is exercised, Thurston, Lewis, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇, ▇▇▇▇▇ & Company, Inc. (“Jefferies”) and ▇▇▇▇▇▇ ▇. It is acknowledged that ▇▇▇▇▇ & Co. Incorporated (“Baird”) have agreed to act as Representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. Jefferies and Baird agree that up to herein [ ] of the Firm Shares to be purchased by it (the “Directed Shares”) shall be reserved for sale by Jefferies, Baird and their respective affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by Jefferies and Baird (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Company was incorporated under Forgent Power Solutions, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [•] shares of its class A common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.00001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as each of the close stockholders of business on _________ __, 2010 the Company named in Schedule B (collectively, the “Subscription OfferingSelling Stockholders”). Shares , severally and not jointly, propose to sell to the Underwriters an aggregate of Common Stock not purchased [•] Shares, in the Subscription Offering may respective amounts set forth in Schedule B. The [•] Shares to be offered sold by the Company and the [•] Shares to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the general public Underwriters an option to purchase up to an additional [•] Shares and the Selling Stockholders have severally and not jointly granted to the Underwriters an option to purchase up to an additional [•] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in a community offering that is expected Schedule B, all as provided in Section 2. The additional [•] Shares to be conducted during sold by the Subscription Offering (Company and the additional [•] Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Community OfferingOptional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇▇”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇ LLC (“▇▇▇▇▇ ▇▇▇▇▇”) and ▇▇▇▇▇. It is acknowledged that ▇ ▇▇▇▇▇▇▇ & Co. LLC (“MS”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretiontogether, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein offering and sale of the Offered Shares. The term “Underwriters” shall mean either the singular or the plural, as a “Permitted Free Writing Prospectusthe context requires.”

Introductory. The Company was incorporated under T1 Energy Inc., a Delaware corporation (“Company”), agrees with the laws several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters $140,000,000 principal amount of 5.25% Convertible Senior Notes due 2030 of the State of Washington for Company (the purpose of holding all “Underwritten Securities”) and, at the option of the Underwriters, up to an additional $21,000,000 principal amount of 5.25% Convertible Senior Notes due 2030 of the Company (the “Option Securities”). The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares of the Company’s common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion or a combination of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws cash and shares of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock at the option of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined , as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold set forth in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering Indenture (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may The Securities will be sold through a syndicated community offering managed by Selling Agent issued pursuant to an indenture (the “Syndicated Community OfferingBase Indenture”), as supplemented by a supplemental indenture (the Base Indenture, as so supplemented, the “Indenture”), in each case, to be dated as of the Closing Date, between the Company and U.S. Bank Trust Company, National Association (the “Trustee”). Except for If no other Underwriters are listed on Schedule A hereto, all references to the Tax Qualified Plans, generally no person may purchase in Representatives and the Offering more than 50,000 Shares; Underwriters shall refer only to those identified above. Substantially concurrently with the maximum number of shares that an individual together with persons acting in concert may purchase in all categories offering of the Offering combined generally is 50,000 sharesSecurities, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includeswill, among other things, the Plan. The Company has filed with the Securities issue and Exchange Commission sell up to 28,282,830 shares of its Common Stock (the “CommissionShares”) ), pursuant to a registration statement on Form S-1 separate underwriting agreement and separate prospectus supplement, subject to customary closing conditions (File No. 333-154734) (such offering, the “Registration StatementConcurrent Offering”) containing a prospectus relating to ). The offering of the Subscription Securities is not contingent upon the completion of the Concurrent Offering, the Community Concurrent Offering is not contingent upon the completion of the offering of the Securities, and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file are not being offered together with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusShares.”

Introductory. The Company was incorporated under Netezza Corporation, a Delaware corporation ("COMPANY"), agrees with the laws of several Underwriters named in Schedule A hereto ("Underwriters") to issue and sell to the State of Washington for the purpose of holding all of the several Underwriters 9,000,000 shares of common stock of its Common Stock ("SECURITIES" or the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”"FIRM SECURITIES"). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,350,000 additional outstanding shares ("OPTIONAL SECURITIES") of the Company's Securities, as set forth below. The Firm Securities and the Bank Optional Securities are sometimes referred to herein as collectively called the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan "OFFERED SECURITIES". As part of Conversion the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Plan”"DESIGNATED UNDERWRITER") adopted by the Board of Directors has agreed to reserve out of the Bank on July 15Firm Securities purchased by it under this Agreement, 2008 up to 450,000 shares, for sale to the Company's directors, officers, employees and as amended on August 23, 2010. The Company, in accordance other parties associated with the PlanCompany (collectively, is offering"PARTICIPANTS"), as set forth in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share Final Prospectus (as defined herein) under the heading "Underwriting" (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”"DIRECTED SHARE PROGRAM"). The aggregate number of Shares Firm Securities to be issued in sold by the Offering Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be between _______ sold by the Designated Underwriter pursuant to _______ and will be based upon an independent appraisal this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the estimated pro forma market value of the Common Stock of the Company. The Shares business day on which this Agreement is executed will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Final Prospectus.”

Introductory. The Company was incorporated under Apex PC Solutions, Inc., a Washington corporation (the laws "Company"), proposes to issue and sell 1,000,000 shares of its authorized but unissued Common Stock (the "Common Stock") to the several underwriters named in SCHEDULE A annexed hereto (the "Underwriters"). In addition, certain shareholders of the State Company named in SCHEDULE B annexed hereto (the "Selling Shareholders") propose to sell an aggregate of Washington for 2,000,000 shares of Common Stock to the purpose Underwriters. Said 1,000,000 shares to be sold and issued by the Company and 2,000,000 shares to be sold by the Selling Shareholders are herein called the "Firm Common Shares." In addition, certain Selling Shareholders propose to grant to the Underwriters an option to purchase up to 450,000 additional shares of holding all Common Stock (the "Optional Common Shares"), as provided in Section 5 hereof. The Firm Common Shares and, to the extent such option is exercised, the Optional Common Shares are hereinafter collectively referred to as the "Common Shares." You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the shares of common stock Common Shares on the effective date of the Bank. The Company registration statement hereinafter referred to, or as soon thereafter as in your judgment is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)advisable. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors each of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Shareholders hereby confirm their respective agreements with respect to the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, Underwriters as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇, Inc., a Delaware corporation (the laws "Company"), proposes to sell, pursuant to the terms of this Agreement, to the State several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of Washington for the purpose of holding all of the 6,250,000 shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a $0.01 par value of one cent ($.01) per share (the “"Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”") and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will aggregate of 6,250,000 shares so proposed to be offered sold is hereinafter referred to as the "Firm Stock." The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30Section 4 hereof, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares an additional 937,500 shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”"Optional Stock"). In The Firm Stock and the Community OfferingOptional Stock are hereinafter collectively referred to as the "Stock." SG Cowen Securities Corporation ("SG Cowen") and U.S. Bancorp Piper Ja▇▇▇▇▇ ▇▇c., preference will be given to natural persons residing in the Washington counties of Grays HarborLegg Mason Wood Walker, Thurston, Lewis, ▇▇▇▇▇▇orated and Needham & ▇▇▇▇▇▇▇, ▇▇▇. are a▇▇▇▇g ▇▇ and ▇▇▇▇▇. It is acknowledged that ▇e▇▇▇▇▇▇es of the Company reserves several U▇▇▇▇▇▇▇ters and in such capacity are hereinafter referred to as the right"Representatives." As part of the offering contemplated by this Agreement, in its absolute discretionLehman Brothers Inc. (the "Designated Underwriter") has agreed to rese▇▇▇ ▇▇t of the Firm Stock purchased by it under this Agreement, up to accept or reject280,000 shares, in whole or in partfor sale to the Company's customers and business partners and friends of the Company's officers, any or all orders directors and employees (collectively, "Participants"), as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized UTI Corporation, a Maryland corporation ("COMPANY"), proposes to issue 50,000,000 and sell [6,250,000] shares ("FIRM SECURITIES") of capital its common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) .01 per share ("SECURITIES") and also proposes to issue and sell to the “Common Stock”)Underwriters, at the option of the Underwriters, an aggregate of not more than [937,500] additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Offering, as defined below, is being conducted in connection with Firm Securities and the mutual-to-stock conversion Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the “FDIC”"DESIGNATED UNDERWRITER" or "CSFBC") and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations has agreed to reserve out of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted Firm Securities purchased by the Board of Directors of the Bank on July 15it under this Agreement, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ up to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __shares, 2010); for sale to the Company's directors, officers, employees and (iv) other deposit account holders and borrowers of record as of parties associated with the close of business on _________ __, 2010 Company (collectively, "PARTICIPANTS"), as set forth in the “Subscription Offering”Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased in the Subscription Offering may business day on which this Agreement is executed will be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockVital Therapies, of which 45,000,000 shares are common stock having Inc., a par value of one cent ($.01) per share Delaware corporation (the “Common StockCompany”). The Offering, as defined below, is being conducted in connection agrees with the mutual-to-stock conversion of the Bank several underwriters named in Schedule A hereto (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansUnderwriters”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, whom ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Associates, Inc. is acting as representative (the “Representative”), to issue and ▇▇▇▇▇sell to the several Underwriters an aggregate of 8,750,000 shares (the “Firm Securities”) of its common stock, par value $0.0001 per share (the “Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,312,500 additional shares (the “Optional Securities”) of its Securities as set forth below. It is acknowledged that The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, the Representative has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 3,750,000 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Company reserves the rightor its directors, in its absolute discretionofficers, to accept employees or rejectstockholders (collectively, in whole or in part“Participants”), any or all orders as set forth in the Community Offering and the Syndicated Community Offering Final Prospectus (as defined below). Shares of Common Stock not purchased in herein) under the Subscription Offering or in the Community Offering may heading “Underwriting.” The Firm Securities to be sold through a syndicated community offering managed by Selling Agent the Underwriters (the “Syndicated Community OfferingDirected Shares”)) will be sold by the Underwriters pursuant to this Agreement at the public offering price. Except Any Directed Shares not properly subscribed for will be offered to the Tax Qualified Plans, generally no person may purchase public by the Underwriters as set forth in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Final Prospectus.”

Introductory. The Company was incorporated under Made2Manage Systems, Inc., an Indiana corporation (the laws "Company"), has an authorized capital stock consisting of the State 10,000,000 shares, no par value, of Washington for the purpose Common Stock ("Common Stock") and 3,662,111 shares, no par value, of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockPreferred Stock, of which 45,000,000 1,479,824 shares were outstanding as of October 15, 1997. The Company, and the persons named in Schedule II (the "Primary Selling Shareholders"), propose to sell 2,250,000 shares (the "Firm Shares") of Common Stock, of which 2,050,000 shares are common stock having a par value of one cent ($.01) per share to be issued and sold by the Company and 200,000 shares are to be sold by the Primary Selling Shareholders to the several underwriters named in Schedule I (the “"Underwriters"), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the "Option Selling Shareholders") propose to grant to the Underwriters an option to purchase up to 337,500 additional shares of Common Stock”Stock ("Option Shares"), in the respective amounts set forth opposite their respective names in Schedule III, as provided in Section 5 hereof. The OfferingFirm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as defined belowthe "Shares." The Primary Selling Shareholders and the Option Selling Shareholders are hereinafter collectively referred to as the "Selling Shareholders." Each Selling Shareholder has executed and delivered a Custody Agreement and a Power of Attorney in the form attached hereto as Exhibit A (collectively, is being conducted the "Custody Agreement and Power of Attorney") pursuant to which each Selling Shareholder has placed his Shares in connection custody and appointed the persons designated therein as a committee (the "Committee") with authority to execute and deliver this Agreement on behalf of such Selling Shareholder and to take certain other actions with respect thereto and hereto. ---------------------------- *Plus an option to acquire up to 337,500 additional shares to cover over-allotments. You have advised the mutual-to-stock conversion Company that the Underwriters propose to make a public offering of their respective portions of the Bank (Shares as soon as you deem advisable after the “Conversion”)registration statement hereinafter referred to becomes effective, if it has not already yet become effective. The Conversion You have also advised the Company that the Underwriters will offer and sell the Shares to the public only in those jurisdictions, and in such amounts, where due qualification and/or registration has been effected or an exemption from such qualification and/or registration is being conducted in accordance with available under the applicable securities or blue sky laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)jurisdiction. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Shareholders hereby confirm their agreement with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, Underwriters as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Tanning Technology Corporation, a Delaware corporation ("Company"), proposes to issue 50,000,000 and sell to the Underwriters named in Schedule A hereto ("Underwriters") 4,000,000 shares ("Firm Securities") of capital its common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share ("Securities") and also proposes to issue and sell to the “Common Stock”several Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "Designated Underwriter" or "CSFBC") has agreed to reserve out of the Firm Securities purchased by it under this Agreement up to 200,000 shares for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined below) under the heading "Underwriting" (the "Directed Share Program"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, several Underwriters as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Caliper Technologies Corp., a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell 3,600,000 shares ("FIRM SECURITIES") of capital its common stock, of which 45,000,000 shares are common stock having a $.001 par value of one cent ($.01) per share ("SECURITIES"), and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 540,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 180,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under ICOP Digital, Inc., a Colorado corporation (the laws “Company”) proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 1,000,000 shares (the “Shares”) of the State of Washington for the purpose of holding all of the shares of Company’s common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering) and (ii) an aggregate of 1,000,000 redeemable warrants, as defined beloweach entitling the holder to purchase one share of Common Stock (each a “Warrant” and, is being conducted in connection with the mutual-to-stock conversion of the Bank (collectively, the “ConversionWarrants”). The Conversion is being conducted Warrants are to be identical in accordance with form to the laws public warrants first issued in July 2005 and that currently trade on the Nasdaq Capital Market under the symbol “ICOPW.” The Warrants are to be issued under the terms of the United States and the applicable regulations of the Federal Deposit Insurance Corporation a Warrant Agreement (the “FDICWarrant Agreement”) by and between the Company and ComputerShare Investor Services, as warrant agent (the “Warrant Agent”), substantially in the form most recently filed as an exhibit to the Registration Statement (hereinafter defined). The 1,000,000 Shares and the 1,000,000 Warrants to be sold by the Company are collectively called the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 150,000 Shares (the “Optional Shares”) and the Washington Department of Financial Institutions an additional 150,000 Warrants (the “DepartmentOptional Warrants”) (such laws ), as provided in Section 2. The Optional Shares and the regulations of the FDIC and the Department Optional Warrants are collectively referred to herein as the “Conversion RegulationsOptional Securities”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering Firm Securities and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Securities are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Securities.” ▇▇▇▇▇▇▇ Investment Company, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that Inc. has agreed to act as representative of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentative”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein offering and sale of the Securities. The Company confirms its agreement with the Underwriters as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Zoe’s Kitchen, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [·] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering[·] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Shares, as defined below, is being conducted provided in connection with Section 2. The additional [·] Shares to be sold by the mutual-to-stock conversion of the Bank (Company pursuant to such option are collectively called the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇, ▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that ▇▇ & Co. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Jefferies agrees that up to herein [·] of the Firm Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by the Underwriters (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Jefferies. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Altiris, Inc., a Delaware corporation ("Company"), proposes to issue 50,000,000 and sell 5,000,000 shares ("Firm Securities") of capital its common stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0001 per share (the “Common Stock”"Securities"). The Offeringstockholders listed in Schedule A hereto (the "Selling Stockholders") propose to sell to the Underwriters, as defined below, is being conducted in connection with at the mutual-to-stock conversion option of the Bank Underwriters, an aggregate of not more than 750,000 additional outstanding shares of the Company's Securities, (the “Conversion”"Optional Securities"). The Conversion is being conducted in accordance with Firm Securities and the laws Optional Securities are herein collectively called the "Offered Securities". As part of the United States and the applicable regulations of the Federal Deposit Insurance offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the “FDIC”"Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Washington Department of Financial Institutions Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the “Department”"Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") (such laws and will be sold by the regulations Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the FDIC and business day on which this Agreement is executed will be offered to the Department are referred to herein public by the Underwriters as set forth in the “Conversion Regulations”)Prospectus. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby agree with the Plan, is offering, several Underwriters named in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share Schedule B hereto (the “Purchase Price”"Underwriters") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under NeuroSigma, Inc., a Delaware corporation (“Company”), agrees with the laws several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 3,571,429 shares (“Firm Securities”) of the State of Washington for the purpose of holding all of the shares of Company’s common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0001 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDICSecurities”) and also proposes to issue and sell to the Washington Department Underwriters, at the option of Financial Institutions the Underwriters, an aggregate of not more than 535,714 additional shares (the “DepartmentOptional Securities”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company’s Securities, as set forth below. The Shares will be offered in descending order of priority to (i) Firm Securities and the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, Optional Securities are herein collectively called the “Subscription OfferingOffered Securities”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇▇▇ LLC agrees that up to 178,572 of the Firm Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered Securities by the Underwriters (the “Directed Share Program”), subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇LLC. It is acknowledged To the extent that the Company reserves Directed Shares are not orally confirmed for purchase by the rightParticipants by the end of the first business day after the date of this Agreement, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). such Directed Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed offered to the public by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories Underwriters as part of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applicationspublic offering contemplated hereby.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the Integrated Circuit Systems, Inc., a Pennsylvania corporation ("Company"), proposes to issue and sell 12,500,000 shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) .01 per share ("Securities") (such 12,500,000 shares of Securities being hereinafter referred to as the “Common Stock”"Firm Securities") and the stockholders listed in Schedules ▇-▇, ▇-▇, ▇-▇, ▇-▇ and A-5 hereto ("Selling Stockholders") propose severally to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,875,000 additional outstanding shares of the Company's Securities, as set forth below (such 1,875,000 additional shares being hereinafter referred to as the "Optional Securities"). The OfferingFirm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 625,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined below, is being conducted in connection with herein) under the mutual-to-stock conversion of the Bank heading "Underwriting" (the “Conversion”"Directed Share Program"). The Conversion is being conducted in accordance with Firm Securities to be sold by the laws Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the United States and business day on which this Agreement is executed will be offered to the applicable regulations of public by the Federal Deposit Insurance Corporation (Underwriters as set forth in the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Prospectus. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby agree with the Plan, is offering, several Underwriters named in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share Schedule B hereto (the “Purchase Price”"Underwriters") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under UNITED FINANCIAL MORTGAGE CORP., an Illinois corporation (the laws of the State of Washington for the purpose of holding all of the "Company"), proposes to issue and sell 800,000 shares of common stock of the Bank. The Company is its authorized to issue 50,000,000 shares of capital stockbut unissued Common Stock, of which 45,000,000 shares are common stock having a no par value of one cent ($.01) per share (the “"Firm Common Stock”). The Offering") to you, as defined belowor if there be any so named, is being conducted to the several underwriters named in connection with the mutual-to-stock conversion of the Bank Schedule A annexed hereto (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”"Underwriters"), for a total of whom you are acting as representative. In addition, the Company proposes to grant to you or to the Underwriters, as the case may be, an option to purchase up to 10% an aggregate of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares 120,000 additional shares of Common Stock not purchased (the "Optional Common Shares"), as provided in the Subscription Offering may be offered Section 5 hereof. The Firm Common Shares and, to the general public in a community offering that extent such option is expected exercised, the Optional Common Shares are hereinafter collectively referred to be conducted during as the Subscription Offering ("Common Shares." In addition, the “Community Offering”). In the Community Offering, preference will be given Company proposes to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, sell to ▇▇▇▇▇ Financial Services, Inc. warrants ("Underwriter's Warrants") to purchase 80,000 (up-to 92,000 if the over-allotment option is exercised) pursuant to an Underwriter's Warrant Purchase Agreement between the Company and ▇▇▇▇▇. It is acknowledged that ▇ Financial Services, Inc. You have advised the Company reserves that you or the rightUnderwriters, in its absolute discretionas the case may be, propose to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares make a public offering of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories their respective portions of the Offering combined generally Common Shares on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICadvisable. The Company has filed hereby confirms its agreements with respect to the Board of Governors purchase of the Federal Reserve System (Common Shares by you or the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company ActUnderwriters, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application case may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933be, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectusfollows.”

Introductory. The Company was incorporated under Certara, Inc., a Delaware corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [ • ] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansShares”), for a total of up to 10% and the stockholders of the Shares sold Company named in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B hereto (collectively, the “Subscription OfferingSelling Stockholders”). Shares of Common Stock not purchased in the Subscription Offering may be offered ) severally propose to sell to the general public in a community offering that is expected Underwriters an aggregate of [ • ] Shares. The [ • ] Shares to be conducted during sold by the Subscription Offering (Company and the [ • ] Shares to be sold by the Selling Stockholders are collectively called the “Community Offering”)Firm Shares.” In addition, the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [ • ] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B hereto, all as provided in ‎Section 2. In The additional [ • ] Shares to be sold by the Community OfferingSelling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, preference will be given if and to natural persons residing in the Washington counties of Grays Harborextent such option is exercised, Thurston, Lewis, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has agreed to reserve a portion of the Firm Shares to be purchased by it under this underwriting agreement (this “Agreement”) for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in each of the Time of Sale Prospectus and the Prospectus (each as defined below) under the heading “Underwriting” (the “Directed Share Program”). The Offered Shares to be sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇. It its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares” Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is acknowledged that executed will be offered to the Company reserves public by the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders Underwriters as set forth in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under Verint Systems Inc., a Delaware corporation (the laws “Company”), agrees with Deutsche Bank Securities Inc. (the “Representative”) and the several Underwriters named in Schedule A hereto (the “Underwriters”) subject to the terms and conditions stated herein, to issue and sell to the several Underwriters, and the Underwriters agree to purchase from the Company, U.S.$350,000,000 principal amount of the State Company’s 1.50% Senior Convertible Notes due 2021 (“Firm Securities”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional $50,000,000 in aggregate principal amount of Washington for its 1.50% Senior Convertible Notes due 2021 (the purpose “Optional Securities” and, together with the Firm Securities, the “Offered Securities”). The Offered Securities will be issued under an indenture, dated as of holding all June 18, 2014 as supplemented by a first supplemental indenture dated as of June 18, 2014 (as so supplemented, the “Indenture”), in each case, between the Company and Wilmington Trust, National Association, as Trustee, and will be convertible on the terms, and subject to the conditions, set forth in the Indenture. The Offered Securities will be convertible into cash, shares of the shares of Company’s common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.001 per share (the “Common Stock”), or a combination of cash and Conversion Shares at the option of the Company as set forth in the Indenture. As used herein, “Conversion Shares” means the shares of Common Stock, if any, to be received by the holders of the Offered Securities upon conversion of the Offered Securities pursuant to the terms of the Indenture. The OfferingOffered Securities and the Conversion Shares, if any, issuable upon conversion thereof will be offered and sold to the Underwriters without being registered under the Securities Act of 1933, as defined belowamended (the “Securities Act”), in reliance on exemptions therefrom. Concurrently with the issue and sale of the Offered Securities, the Company proposes to issue and sell up to 5,000,000 shares of its Common Stock, or 5,750,000 shares of its Common Stock if the underwriters under the related underwriting agreement exercise their greenshoe option (collectively, the “Shares”). The Company intends to use the net proceeds of the Offered Securities and the Shares, among other things, to repay outstanding debt under its revolving credit facility and senior secured term loan (the “Paydown”). In connection with the offering of the Firm Securities, the Company is being conducted separately entering into convertible note hedge transactions and warrant transactions with one or more counterparties, which may include one or more of the Underwriters or their respective affiliates (each, a “Call Spread Counterparty”), in each case, pursuant to a convertible note hedge confirmation (each, a “Base Bond Hedge Confirmation”) and a warrant confirmation (each, a “Base Warrant Confirmation”), respectively, each dated the date hereof (the Base Bond Hedge Confirmations and the Base Warrant Confirmations, collectively, the “Base Call Spread Confirmations”), and in connection with the mutual-to-stock conversion issuance of any Optional Securities, the Company and each Call Spread Counterparty may enter into an additional convertible note hedge transaction and an additional warrant transaction pursuant to an additional convertible note hedge confirmation (each, an “Additional Bond Hedge Confirmation”) and an additional warrant confirmation (each, an “Additional Warrant Confirmation”), respectively, each to be dated the date on which the option granted to the Underwriters pursuant to Section 3 to purchase such Optional Securities is exercised (the Additional Bond Hedge Confirmations and the Additional Warrant Confirmations, collectively, the “Additional Call Spread Confirmations” and, together with the Base Call Spread Confirmations, the “Call Spread Confirmations”). In connection with the offering of the Bank Firm Securities, the Company also intends to amend its credit facility by increasing the commitment under the revolving loan (the “ConversionCredit Facility Amendment”). The Conversion is being conducted in accordance with the laws issuance and sale of the United States Offered Securities and the applicable regulations of Shares, the Federal Deposit Insurance Corporation (convertible note hedge transactions and warrant transactions described in the “FDIC”) immediately preceding paragraph, the Paydown and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Credit Facility Amendment are collectively referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesConcurrent Transactions.” The Conversion is to be conducted in accordance with a Plan Company hereby confirms its engagement of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. as, and ▇▇▇▇▇. It is acknowledged that ▇▇, Sachs & Co. hereby confirms its agreement with the Company reserves to render services as, a “qualified independent underwriter” within the rightmeaning of Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”) with respect to the offering and sale of the Offered Securities. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., in its absolute discretioncapacity as qualified independent underwriter and not otherwise, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a the “Permitted Free Writing Prospectus.QIU”. The Company hereby agrees with the several Underwriters as follows:

Introductory. The Company was incorporated under Codiak BioSciences, Inc., a Delaware corporation (the laws “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the [●] shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.0001 per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with [●] Shares to be sold by the mutual-to-stock conversion of the Bank (Company are called the “Conversion”)Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [●] Shares as provided in Section 2. The Conversion is being conducted in accordance with additional [●] Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (Company pursuant to such option are collectively called the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, Offered Shares.” ▇▇▇▇▇▇, ▇ ▇▇▇▇▇ & Co. LLC (“Goldman”), Evercore Group L.L.C. (“Evercore”) and ▇▇▇▇▇. It is acknowledged that ▇▇ ▇▇▇▇▇ & Company, L.L.C. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with the Department term “Representatives” as used herein shall mean you, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (S-1, File No. 333-154734) (248692 which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereofOffered Shares. The prospectusSuch registration statement, as amended, on file with including the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules financial statements, exhibits and regulationsschedules thereto, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”in

Introductory. The Company was incorporated under Westport Resources Corporation, a Delaware corporation ("COMPANY") proposes to issue and sell 6,500,00 shares of its Common Stock ("SECURITIES") and the laws stockholders listed in Schedule A hereto ("SELLING STOCKHOLDERS") propose severally to sell an aggregate of 1,500,000 outstanding shares of the State of Washington for the purpose of holding all of the Securities (such 8,000,000 shares of common stock of Securities being hereinafter referred to as the Bank"FIRM SECURITIES"). The Company is authorized also proposes to issue 50,000,000 sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,200,000 additional outstanding shares of capital stockthe Company's Securities, of which 45,000,000 as set forth below (such 1,200,000 additional shares are common stock having a par value of one cent ($.01) per share (being hereinafter referred to as the “Common Stock”"OPTIONAL SECURITIES"). The OfferingFirm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to o shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined below, is being conducted in connection with herein) under the mutual-to-stock conversion of the Bank heading "Underwriting" (the “Conversion”"DIRECTED SHARE PROGRAM"). The Conversion is being conducted in accordance with Firm Securities to be sold by the laws Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the United States and business day on which this Agreement is executed will be offered to the applicable regulations of public by the Federal Deposit Insurance Corporation (Underwriters as set forth in the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”)Prospectus. The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance Selling Stockholders hereby agree with the Plan, is offering, several Underwriters named in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share Schedule B hereto (the “Purchase Price”"UNDERWRITERS") in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [—] shares of its common stock, par value $0.00001 per share (the “Shares”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of [—] Shares. The [—] Shares to be sold by the Company and the [—] Shares to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [—] Shares and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [—] Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, as provided in Section 2. The additional [—] Shares to be sold by the Company and the additional [—] Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”) and ▇▇▇▇▇. It is acknowledged that ▇▇▇▇▇▇ & Co. Inc. (“Oppenheimer”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion ApplicationRepresentatives”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred offering and sale of the Offered Shares. The Representatives agree that up to herein [—] of the Firm Shares to be purchased by it (the “Directed Shares”) shall be reserved for sale by the Representatives and their affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as a part of the distribution of the Offered Shares by the Representatives (the “Permitted Free Writing ProspectusDirected Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. To the extent that such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.”

Introductory. The Wave Life Sciences Ltd. (Company was Registration Number: 201218209G), a company incorporated under the laws of the State Republic of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share Singapore (the “Common StockCompany”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) (i) an aggregate of 15,789,475 of its ordinary shares, no par value (the “Shares”) and (ii) pre-funded warrants, substantially in the form of Exhibit C hereto, to purchase up to an aggregate of 2,631,578 Shares (the “Pre-Funded Warrants”). The Offering15,789,475 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,763,157 Shares as defined belowprovided in Section 2. The additional 2,763,157 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is being conducted in connection with exercised, the mutual-to-stock conversion Optional Shares are collectively called the “Offered Shares.” The Shares issuable upon exercise of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Pre-Funded Warrants are referred to herein as the “Conversion Regulations”). Warrant Shares.” The Company Offered Shares, the Pre-Funded Warrants and the Bank Warrant Shares are sometimes collectively referred to herein as the “Anchor PartiesOffered Securities.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ LLC, Leerink Partners LLC and ▇▇▇▇▇. It is acknowledged that BofA Securities, Inc. have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Securities. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares statement,” as defined under Rule 405 under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), on Form S-3ASR, File No. 333-283122, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and has filed such amendments thereto and such amended prospectuses as may have been required to sale of the date hereofOffered Securities. The prospectusSuch registration statement, as amended, on file with including the Commission at financial statements, exhibits and schedules thereto, in the time form in which it became effective under the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) Securities Act of the rules and regulations1933, as amended, of and the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from rules and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”regulations promulgated

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized HealtheTech, Inc., a Delaware corporation ("Company"), proposes to issue 50,000,000 and sell to the Underwriters 5,000,000 shares ("Firm Securities") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent $.001 ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”"Securities"). The Company also proposes to issue and sell to the Bank are sometimes referred to herein as Underwriters, at the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors option of the Bank on July 15Underwriters, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way an aggregate of nontransferable subscription rights, the Shares for a purchase price not more than 616,667 additional shares of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ its Securities and ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Selling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 133,333 additional outstanding shares of the Company's Securities (such 750,000 additional shares of the Company's Securities, the "Optional Securities") as set forth below. It is acknowledged that The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, UBS Warburg LLC ("UBS") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company reserves the right(collectively, in its absolute discretion"Participants"), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed and the Selling Stockholder hereby agree with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized HealtheTech, Inc., a Delaware corporation ("Company"), proposes to issue 50,000,000 and sell to the Underwriters 5,000,000 shares ("Firm Securities") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent $.001 ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”"Securities"). The Company also proposes to issue and sell to the Bank are sometimes referred to herein as Underwriters, at the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors option of the Bank on July 15Underwriters, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way an aggregate of nontransferable subscription rights, the Shares for a purchase price not more than 616,667 additional shares of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ its Securities and ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Selling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 133,333 additional outstanding shares of the Company's Securities (such 750,000 additional shares of the Company's Securities, the "Optional Securities") as set forth below. It is acknowledged that The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company reserves the right(collectively, in its absolute discretion"Participants"), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed and the Selling Stockholder hereby agree with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Unisphere Networks, Inc., a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell 8,500,000 shares ("FIRM SECURITIES") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share ("SECURITIES"), and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 1,275,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 550,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under Penford Corporation, a Washington corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 2,000,000 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 1.00 per share (the “Common StockShares”). The Offering2,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 300,000 Shares as provided in Section 2. The additional 300,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” References to the Company’s common stock, including the Offered Shares, include the rights (the “Rights”) to purchase the Company’s Common Stock under the Amended and Restated Rights Agreement (the “Rights Agreement”), dated April 30, 1997, between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as defined belowrights agent. Jefferies & Company, is being conducted Inc. (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the mutual-to-stock conversion offering and sale of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Offered Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 S-3 (File No. 333-154734144996) and has prepared a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating to be used in connection with the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to be a part thereof at the date hereof. The prospectustime of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, on file with and the Commission at rules and regulations promulgated thereunder (collectively, the time the Registration Statement becomes effective “Exchange Act”), is hereinafter called the “Registration Statement.” The preliminary prospectus supplement dated November 26, 2007 describing the Offered Shares and the offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” except that if and the Preliminary Prospectus and any other preliminary prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer supplement to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”Base

Introductory. The Company was incorporated under A▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 2,500,000 shares (the “Firm Shares”) of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The OfferingIn addition, the Company has granted to the Underwriters an option to purchase up to an additional 375,000 shares (the “Optional Shares”) of Common Stock, as defined belowprovided in Section 2. The Firm Shares and, if and to the extent such option is being conducted exercised, the Optional Shares, are collectively called the “Shares”. RBC Capital Markets Corporation has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the mutual-to-stock conversion offering and sale of the Bank Shares. As more fully described in the Registration Statement (as defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“ConversionDLS”), pursuant to a stock purchase agreement dated April 27, 2006. The Conversion is being conducted in accordance with acquisition by the laws Company of all of the United States and the applicable regulations outstanding capital stock of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are DLS is referred to herein as the “Conversion RegulationsAcquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes as defined in the purchase agreement dated , 2006 between the Company, the Guarantors and the Initial Purchasers named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the “Bank Credit Facility”). The Company These transactions (but not including the offering of Securities contemplated by this Agreement and the Bank Registration Statement) are sometimes collectively referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusTransactions.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockMyoKardia, of which 45,000,000 shares are common stock having Inc., a par value of one cent ($.01) per share Delaware corporation (the “Common StockCompany”). The Offering, as defined below, is being conducted in connection agrees with the mutual-to-stock conversion of the Bank several Underwriters named in Schedule A hereto (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansUnderwriters”), for a total of up to 10% of the Shares sold in the Offering; whom Credit Suisse Securities (iiiUSA) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); LLC and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇Company, LLC are acting as representatives (the “Representatives”), to issue and sell to the several Underwriters [●] shares (the “Firm Securities”) of its common stock, $0.0001 par value per share (the “Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional shares (the “Optional Securities”) of its Securities as set forth below. It is acknowledged that The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [●] shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company reserves the right(collectively, in its absolute discretion“Participants”), to accept or reject, in whole or in part, any or all orders as set forth in the Community Offering and the Syndicated Community Offering Final Prospectus (as defined below). Shares of Common Stock not purchased in herein) under the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent heading “Underwriting” (the “Syndicated Community OfferingDirected Share Program”). Except for The Firm Securities to be sold by the Tax Qualified Plans, generally no person may purchase in Designated Underwriter pursuant to the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank Directed Share Program (the “Conversion ApplicationDirected Shares”) and amendments thereto as required will be sold by the Department and Designated Underwriter pursuant to this Agreement at the FDICpublic offering price. The Company has filed with Any Directed Shares not subscribed for by the Board of Governors end of the Federal Reserve System (the “Board”) its application business day on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also which this Agreement is executed will be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating offered to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed public by the Company pursuant to Rule 424(b) of Underwriters as set forth in the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Final Prospectus.”

Introductory. The Company was incorporated under FTS International, Inc., a Delaware corporation (“Company”), agrees with the laws of several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the State of Washington for the purpose of holding all of the several Underwriters 15,151,516 shares of its common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion RegulationsFirm Securities”). The Company and also agrees to sell to the Bank are sometimes referred to herein as Underwriters, at the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan option of Conversion the Underwriters, an aggregate of not more than 2,272,727 additional shares of its common stock (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified PlansOptional Securities”), for a total of up to 10% of as set forth below. The Firm Securities and the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, Optional Securities are herein collectively called the “Subscription OfferingOffered Securities”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the General Disclosure Package and the Final Prospectus (each as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Shares to be sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and its affiliates pursuant to the Directed Share Program, at the direction of the Company, are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the General Disclosure Package and the Final Prospectus. The Company agrees and confirms that references to “affiliates” of ▇▇▇▇▇. It is acknowledged ▇ ▇▇▇▇▇▇▇ that the Company reserves the rightappear in this Agreement shall be understood to include Mitsubishi UFJ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Securities Co., in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”Ltd.

Introductory. The Company was incorporated under shareholders of Bravo Brio Restaurant Group, Inc., an Ohio corporation (the laws “Company”), named in Schedule A (collectively, the “Selling Shareholders”) severally propose to sell to the several underwriters named in Schedule B (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the shares of 4,161,020 common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stockshares, of which 45,000,000 shares are common stock having a no par value of one cent ($.01) per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with 4,161,020 Shares to be sold by the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department Selling Shareholders are referred to herein as the “Conversion Regulations”Firm Shares.” In addition, the Selling Shareholders have severally granted to the Underwriters an option to purchase up to an additional 416,102 Shares, with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule A, as provided in Section 2(c). The Company and additional 416,102 Shares to be sold by the Bank Selling Shareholders pursuant to such option are sometimes referred to herein as collectively called the “Anchor PartiesOptional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Offered Shares.” ▇▇▇▇▇▇▇▇▇ & Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan Inc. (“Tax-Qualified PlansJefferies”), for a total of up to 10% of the Shares sold in the Offering; ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (iii“▇▇▇▇▇ ▇▇▇▇▇▇▇”) the Bank’s Supplemental Eligible Account Holders and ▇▇▇▇▇ Fargo Securities, LLC (defined as holders of deposit accounts totaling $50 or more as of _________ __“▇▇▇▇▇ Fargo” and, 2010); together with Jefferies and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories ) have agreed to act as representatives of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, several Underwriters in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (172642), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), and has filed such amendments thereto and such amended prospectuses as may have been required including any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to Rule 430A promulgated under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,Registration Statement.” except that if the prospectus Any registration statement filed by the Company pursuant to Rule 424(b462(b) of the rules and regulations, as amended, of the Commission promulgated under the 1933 Securities Act (is called the “1933 Act Regulations”Rule 462(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ ProspectusStatement,” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time such prospectus is filed with or mailed to of filing of the Commission for filing, and Rule 462(b) Registration Statement the term “Registration Statement” shall include any supplements the Rule 462(b) Registration Statement. The preliminary prospectus dated March 7, 2011 describing the Offered Shares and amendments thereto. Any document constituting a the offering thereof is called the “free writing prospectusPreliminary Prospectus,” (as defined in Rule 405 of and the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”Preliminary Prospectus and

Introductory. The Company was incorporated under Signature Resorts, Inc., a Maryland ------------ corporation (the laws "Company"), proposes to issue and sell 1,600,000 shares of its authorized but unissued common stock, $.01 par value (the "Common Stock"), and the several stockholders of the State of Washington for Company listed in Schedule A annexed hereto (the purpose of holding all "Selling Stockholders"), propose to sell 2,400,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule B annexed hereto (the "Underwriters"), for whom you are acting as representatives (the "Representatives"). Said aggregate of 4,000,000 shares of common stock are herein called the "Firm Common Shares." In addition, the Company and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 240,000 and 360,000 additional shares, respectively (the "Option Common Shares") as provided in Section 5 hereof. The Option Shares of the Bankrespective Selling Shareholders are set forth on Schedule A annexed hereto. The Firm Common Shares and, to the extent such option is exercised, the Option Common Shares are hereinafter collectively referred to as the "Common Shares." Concurrently with the offering of the Common Shares, the Company is authorized proposes to issue 50,000,000 shares and sell an aggregate of capital stock, $100,000,000 principal amount of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share its ____% Convertible Subordinated Notes Due 2007 (the “Common Stock”"Notes"). The Offering, as defined below, is being conducted in connection with You have advised the mutual-to-stock conversion Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Bank (Common Shares on the “Conversion”). The Conversion is being conducted in accordance with the laws effective date of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are Registration Statement hereinafter referred to herein to, or as the “Conversion Regulations”)soon thereafter as in your judgment is advisable. The Company and the Bank are sometimes referred Selling Stockholders hereby confirm their respective agreements with respect to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, Underwriters as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. Ranger Energy Services, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters 5,862,069 shares of its Class A common stock, $0.01 par value per share (“Securities”) (such 5,862,069 shares of Securities being hereinafter referred to as the “Firm Securities”). The Company was incorporated also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 879,310 additional shares of its Securities (all such additional shares of Securities being hereinafter collectively referred to as the “Optional Securities”), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. As part of the offering contemplated by this agreement (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“PJC” and, in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 293,103 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the laws heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the State of Washington for business day on which this Agreement is executed will be offered to the purpose of holding all of public by the shares of common stock of Underwriters as set forth in the BankFinal Prospectus. The Company is authorized to issue 50,000,000 shares of capital stocka holding company that, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (following the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States transactions contemplated by this paragraph and the applicable regulations of the Federal Deposit Insurance Corporation offering contemplated by this Agreement, will directly own a 55.1% membership interest in RNGR Energy Services, LLC, a Delaware limited liability company (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion RegulationsRanger LLC”). The Company and the Bank Ranger LLC are sometimes herein referred to herein as the “Anchor Company Parties.” ”. The Conversion is businesses through which the Company Parties will conduct their operations are Ranger Energy Services, LLC, a Delaware limited liability company (“Ranger Services”) that, immediately prior to the First Closing Date (as defined below), will be conducted a subsidiary of Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), and Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), and Torrent Energy Services, LLC, a Delaware limited liability company (“Torrent Services”) that, immediately prior to the First Closing Date, will be a subsidiary of Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”). In anticipation of the offering contemplated by this Agreement, on the First Closing Date, (x) Ranger Holdings I will contribute all of its membership interests in accordance with a Plan Ranger Services to Ranger LLC in exchange for membership interests in Ranger LLC (“Ranger Units”) and Ranger Holdings II will contribute all of Conversion its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “PlanRanger Assignment Transactions”), and (y) adopted Torrent Holdings I will contribute all of its membership interests in Torrent Services to Ranger LLC in exchange for Ranger Units and Torrent Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Torrent Assignment Transactions” and collectively with the Ranger Assignment Transactions, the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock and Class B common stock.. The Company intends that the net proceeds of the sale of Optional Securities by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, if any, will be contributed to Ranger LLC in accordance with exchange for an additional number of Ranger Units equal to the Plan, is offering, in a subscription offering number of shares of Class A common stock issued as Optional Securities by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering andCompany. Ranger LLC will use such net proceeds, if necessaryany, a Syndicated Community Offering to purchase Ranger Units from Ranger Holdings I and Torrent Holdings I. The foregoing transactions (in each caseincluding the Assignment Transactions), as further described under the headings “Corporate Reorganization” and “Use of Proceeds” in the General Disclosure Package (as defined below and all of which, collectivelybelow), are referred to herein collectively as the “OfferingReorganization Transactions”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as Unless otherwise required by the Department and context, references to the FDIC. The Company has filed with the Board of Governors “Subsidiaries” of the Federal Reserve System (Company in this Agreement refer to entities that will be subsidiaries of the “Board”) its application on Form Y-3 (Company after giving effect to the “Holding Company Application”) to become a bank holding company under the Bank Holding Company ActReorganization Transactions, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applicationsevidenced by such entities being listed on Schedule C hereto.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was Alibaba Group Holding Limited, an exempted company incorporated under in the laws of Cayman Islands (the State of Washington for “Company”), agrees, subject to the purpose of holding all of the shares of common stock of the Bank. The Company is authorized terms and conditions stated herein, to issue 50,000,000 shares and sell to the several Underwriters named in Schedule A hereto (the “Underwriters”), an aggregate of capital stock123,076,931 American Depositary Shares (“ADSs”), of which 45,000,000 shares are common stock having a each ADS representing one ordinary share, par value of one cent ($.01) US$0.000025 per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDICOrdinary Shares”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered , and Yahoo! Hong Kong Holdings Limited and the other shareholders listed in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 Schedule B hereto (collectively, the “Subscription OfferingSelling Shareholders”) severally and not jointly agree, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 197,029,169 ADSs. At the election of the Underwriters, the Company agrees, subject to the terms and conditions stated herein, to issue and sell up to 26,143,903 additional ADSs, and certain of the Selling Shareholders (to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an aggregate of 21,871,997 additional ADSs. The aggregate of 320,106,100 ADSs to be sold by the Company and the Selling Shareholders are hereinafter referred to as the “Firm Securities,” and the aggregate of up to 48,015,900 additional ADSs to be sold by the Company and certain Selling Shareholders are hereinafter referred to as the “Optional Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm Securities and the Optional Securities are hereinafter collectively referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). The Underwriters have agreed to reserve a portion of the Offered Shares of Common Stock not to be purchased by them under this Agreement for sale to the Company’s directors, officers, employees and business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Subscription Offering may Final Prospectus under the heading “Underwriting” (the “Directed Share Program”). The Directed Share Program shall be administered by Credit Suisse Securities (USA) LLC (the “DSP Underwriter”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not confirmed orally or in writing for purchase by any Participant by 9:00 AM (New York City time) on September 19, 2014 will be offered to the general public by the Underwriters as set forth in a community offering that is expected the Final Prospectus. The ADSs are to be conducted during the Subscription Offering issued pursuant to a deposit agreement (the “Community OfferingDeposit Agreement”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or rejectbe dated as of September 24, in whole or in part2014 among the Company, any or all orders in the Community Offering and the Syndicated Community Offering (Citibank, N.A., as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent depositary (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCADepositary”), and the regulations promulgated thereunder. Collectively, the Conversion Application holders and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating beneficial owners from time to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration time of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusADSs issued thereunder.”

Introductory. The Company was incorporated YM BioSciences Inc. (the “Company”), a corporation continued under the laws Nova Scotia Companies Act (the “NSCA”), proposes to sell to certain purchasers (each a “Purchaser” and, collectively, the “Purchasers”), pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and, with respect to Purchasers resident in the State United States (each a “US Purchaser” and, collectively, the “US Purchasers”) the Subscription Agreements in the form of Washington for Exhibit A attached hereto (the purpose “Subscription Agreements”), up to an aggregate of holding all 14,583,000 units (the “Units”) with each Unit consisting of (i) one common share (a “Share” and, collectively, the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock“Shares”), of which 45,000,000 shares are common stock having a without nominal or par value of one cent ($.01) per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan one-half of one common share purchase warrant (a “Tax-Qualified Plans”)Warrant” and, for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription OfferingWarrants”). Each whole Warrant will entitle the holder to purchase one (1) Common Share at an exercise price of US$1.60 per Common Share (subject to adjustment). The Warrants shall be in substantially the form of Exhibit B attached hereto. The Units will not be issued or certificated. The Shares and the Warrants are immediately separable and will be issued separately. The Common Shares issuable upon the exercise of Common Stock not purchased in the Subscription Offering may be offered Warrants are hereinafter referred to the general public in a community offering that is expected to be conducted during the Subscription Offering (as the “Community OfferingWarrant Shares.” The Shares, the Warrants and the Warrant Shares are hereinafter collectively referred to as the “Offered Securities.” The Company hereby confirms its agreement with ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇ Securities, Inc. (“▇▇▇▇▇▇▇” and, together with ▇▇▇▇, the “US Placement Agents”), ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. Inc. (“▇▇▇▇▇ ▇▇▇▇▇▇”) and ▇▇▇▇▇. It is acknowledged that the Company reserves the right▇▇ Securities Inc. (“▇▇▇▇▇▇▇” and, in its absolute discretiontogether with ▇▇▇▇▇ ▇▇▇▇▇▇, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingCanadian Placement Agents”) (collectively, the “Placement Agents”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was incorporated under Certain stockholders of Chuy’s Holdings, Inc., a Delaware corporation (the laws “Company”), named in Schedule A-1 and Schedule A-2 (collectively with the stockholders named in Schedule A-3, the “Selling Stockholders”) severally propose to sell to the several underwriters named in Schedule B (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 3,000,000 shares of common stock stock, par value $0.01 per share, of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common StockShares”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of 3,000,000 Shares to be issued in sold by the Offering will be between _______ Selling Stockholders are called the “Firm Shares.” In addition, the Selling Stockholders have severally granted to _______ and will be based upon the Underwriters an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority option to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of purchase up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __an additional 450,000 Shares, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered with each Selling Stockholder selling up to the general public amount set forth opposite such Selling Stockholder’s name in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, LewisSchedule ▇-▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇ and Schedule A-3 as provided in Section 2. The additional 450,000 Shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and ▇▇▇▇▇▇ ▇. It is acknowledged that ▇▇▇▇▇ & Co. Incorporated (“Baird”) have agreed to act as Representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, offering and sale of the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICOffered Shares. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (187779), which contains a form of prospectus to be used in connection with the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company of effectiveness pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”to

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇., ▇ and ▇▇▇▇▇. It is acknowledged that ▇re corporation (the Company reserves "Company") proposes to sell, pursuant to the right, in its absolute discretionterms of this Agreement, to accept or rejectthe several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of 3,400,000 shares of Common Stock, $0.0001 par value (the "Common Stock") of the Company. The aggregate of 3,400,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The selling stockholders named in whole or Schedule B hereto (the "Selling Stockholders") propose to sell to the Underwriters, upon the terms and subject to the conditions set forth in partSection 3 hereof, any or all orders up to an additional 510,000 shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". SG Cowen Securities Corporation ("SG Cowen"), William Blair & Company ▇▇▇ ▇▇▇▇as Weisel Partners LLC are ▇▇▇▇▇▇ as r▇▇▇▇▇▇▇▇▇▇▇▇▇s of the severa▇ ▇▇▇▇r▇▇▇▇▇▇s and in such capacity are hereinafter referred to as the "Representatives." As part of the offering contemplated by this Agreement, Thomas Weisel Partners LLC (the "Designated Underwriter") has agreed t▇ ▇▇▇▇r▇▇ ▇▇▇ of the Firm Stock purchased by it under this Agreement, up to 170,000 shares, for sale to the Company's customers and business partners and friends of the Company's officers, directors and employees (collectively, "Participants"), as set forth in the Community Offering and the Syndicated Community Offering Prospectus (as defined belowherein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of Common Stock not purchased the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”

Introductory. The Company was Terrific Investment Corporation (“TIC” or the “Selling Stockholder”), a corporation incorporated under the laws of the State People’s Republic of Washington China, a subsidiary controlled by China Investment Corporation (“CIC”) and a stockholder of The AES Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named on Schedule A hereto (the “Underwriters”), for whom you (the purpose “Representatives”) are acting as representatives, an aggregate of holding all of 40,000,000 shares (the shares “Firm Stock”) of common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined belowpar value $0.01 per share, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase up to an aggregate of priority to 6,000,000 additional shares (ithe “Option Stock”) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (Common Stock solely to cover over-allotments, if any. The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Tax-Qualified Plans”), for a total of up to 10% Stock.” The use of the Shares sold neuter in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering this Underwriting Agreement (the “Community OfferingAgreement”). In ) shall include the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ feminine and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitationsmasculine wherever appropriate. In connection with the Conversionoffering of the Stock, the Bank filed Company has entered into an agreement with the Department and the FDIC an application or noticeSelling Stockholder, dated as appropriateof December 11, for conversion to a stock savings bank 2013 (the “Conversion ApplicationStock Repurchase Agreement”) and amendments thereto as required by ), pursuant to which the Department and the FDIC. The Company has filed with agreed to repurchase from the Board of Governors Selling Stockholder on the Closing Date (as defined herein) in a private, non-underwritten transaction, 20,000,000 shares of the Federal Reserve System Company’s Common Stock (the “BoardConcurrent Stock Repurchase”) its application on Form Y-3 (at a price per share of $12.912. The Concurrent Stock Repurchase is conditioned upon the “Holding Company Application”) consummation of the offering of the Stock pursuant to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), this Agreement and the regulations promulgated thereunder. Collectively, other terms and conditions set forth in the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the PlanStock Repurchase Agreement. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration closing of the sale offering of the Shares under Stock is not contingent on the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) closing of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusConcurrent Stock Repurchase.”

Introductory. The Company was incorporated under A▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., a Delaware corporation (the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized “Company”), proposes to issue 50,000,000 and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 2,500,000 shares (the “Firm Shares”) of capital stockits Common Stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common Stock”). The OfferingIn addition, the Company has granted to the Underwriters an option to purchase up to an additional 375,000 shares (the “Optional Shares”) of Common Stock, as defined belowprovided in Section 2. The Firm Shares and, if and to the extent such option is being conducted exercised, the Optional Shares, are collectively called the “Shares”. RBC Capital Markets Corporation has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the mutual-to-stock conversion offering and sale of the Bank Shares. As more fully described in the Registration Statement (as defined below), the Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“ConversionDLS”), pursuant to a stock purchase agreement dated April 27, 2006. The Conversion is being conducted in accordance with acquisition by the laws Company of all of the United States and outstanding capital stock of DLS, as described in the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are Registration Statement, is referred to herein as the “Conversion RegulationsAcquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes pursuant to a purchase agreement dated , 2006 between the Company, the guarantors and the initial purchasers named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the “Bank Credit Facility”). The Company These transactions (but not including the offering of the Securities contemplated by this Agreement and the Bank Registration Statement) are sometimes collectively referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDIC. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing ProspectusTransactions.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized OmniSky Corporation, a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between sell _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ shares ("FIRM SECURITIES") of its common stock, par value $0.001 per share ("SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on ______________ additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, [_________] (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, 2010 up to ____________ shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the “Subscription Offering”Prospectus (as defined herein) under the heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares subscribed for by the end of Common Stock not purchased in the Subscription Offering may business day on which this Agreement is executed will be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under QTS Realty Trust, Inc., a Maryland corporation (the laws “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of the State of Washington for the purpose of holding all of the 5,750,000 shares of its Class A common stock of the Bank. The Company is authorized to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) 0.01 per share (the “Common StockShares”). The Offering; and GA QTS Interholdco, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank LLC (the “ConversionSelling Stockholder”)) proposes to sell to the Underwriters an aggregate of 1,250,000 Shares. The Conversion is being conducted in accordance with 5,750,000 Shares to be sold by the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank 1,250,000 Shares to be sold by the Selling Stockholder are sometimes referred to herein as collectively called the “Anchor PartiesFirm Shares.” In addition, the Selling Stockholder has granted to the Underwriters an option to purchase up to an additional 1,050,000 Shares, as provided in Section 2. The additional 1,050,000 Shares to be sold by the Selling Stockholder pursuant to such option are called the “Optional Shares.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Firm Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessaryand to the extent such option is exercised, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, the Optional Shares are referred to herein as collectively called the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan Offered Shares.” Deutsche Bank Securities Inc. (“Tax-Qualified PlansDeutsche Bank”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing in the Washington counties of Grays Harbor, Thurston, Lewis, J▇▇▇▇▇▇, ▇▇▇▇▇ LLC (“Jefferies”) and ▇▇▇▇▇. It is acknowledged that KeyBanc Capital Markets Inc. (“KeyBanc”) have agreed to act as representatives of the Company reserves the rightseveral Underwriters (in such capacity, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community OfferingRepresentatives”). Except for the Tax Qualified Plans, generally no person may purchase ) in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversionoffering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the Bank filed with the Department term “Representatives” as used herein shall mean you, as Underwriters, and the FDIC an application term “Underwriters” shall mean either the singular or noticethe plural, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICcontext requires. The Company has filed with the Board of Governors of the Federal Reserve System (the “Board”) its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), prepared and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-1 (S-3, File No. 333-154734) 199848, including a base prospectus (the “Registration StatementBase Prospectus”) containing a prospectus relating to be used in connection with the Subscription Offering, the Community Offering public offering and the Syndicated Community Offering for the registration of the sale of the Shares Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and has filed such amendments thereto and such amended prospectuses as may have been required any information deemed to the date hereof. The prospectus, as amended, on file with the Commission be a part thereof at the time of effectiveness pursuant to 430B under the Registration Statement becomes effective Securities Act, is hereinafter called the “Prospectus,Registration Statement.” except that if the prospectus Any registration statement filed by the Company pursuant to Rule 424(b462(b) under the Securities Act in connection with the offer and sale of the rules and regulations, as amended, of the Commission under the 1933 Act (Offered Shares is called the “1933 Act Regulations”Rule 462(b) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ ProspectusStatement,” shall refer to the prospectus filed pursuant to Rule 424(b) and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 1, 2015 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is filed with or mailed called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Commission for filing, Base Prospectus in preliminary form that describes the Offered Shares and shall include any supplements the offering thereof and amendments thereto. Any document constituting a “free writing prospectus” is used prior to the filing of the Prospectus (as defined in Rule 405 of the 1933 Act Regulationsbelow), which the Selling Agent has approved in advance for use by the Anchor Parties in connection together with the Offering Base Prospectus, is referred to herein as called a “Permitted Free Writing Prospectuspreliminary prospectus.”

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized Triton Network Systems, Inc., a Delaware corporation ("COMPANY"), proposes to issue 50,000,000 and sell 5,500,000 shares ("FIRM SECURITIES") of capital stockits Common Stock, of which 45,000,000 shares are common stock having a $.001 par value of one cent ($.01) per share ("SECURITIES"), and also proposes to issue and sell to the “Common Stock”Underwriters, at the option of the Underwriters, an aggregate of not more than 825,000 additional shares ("OPTIONAL SECURITIES") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "OFFERED SECURITIES". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "DESIGNATED UNDERWRITER") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 325,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "PARTICIPANTS"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed SHARE PROGRAM"). The Offering, as defined below, is being conducted in connection with Firm Securities to be sold by the mutual-to-stock conversion Designated Underwriter pursuant to the Directed Share Program (the "DIRECTED SHARES") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the Bank (the “Conversion”). The Conversion business day on which this Agreement is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering executed will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _________ __, 2010); and (iv) other deposit account holders and borrowers of record as of the close of business on _________ __, 2010 (collectively, the “Subscription Offering”). Shares of Common Stock not purchased in the Subscription Offering may be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”each an "UNDERWRITER" and collectively, "UNDERWRITERS") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows:

Introductory. The Company was incorporated under the laws of the State of Washington for the purpose of holding all of the shares of common stock of the Bank. The Company is authorized E.piphany, Inc., a Delaware corporation ("Company"), proposes to issue 50,000,000 shares of capital stock, of which 45,000,000 shares are common stock having a par value of one cent ($.01) per share (the “Common Stock”). The Offering, as defined below, is being conducted in connection with the mutual-to-stock conversion of the Bank (the “Conversion”). The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the Washington Department of Financial Institutions (the “Department”) (such laws and the regulations of the FDIC and the Department are referred to herein as the “Conversion Regulations”). The Company and the Bank are sometimes referred to herein as the “Anchor Parties.” The Conversion is to be conducted in accordance with a Plan of Conversion (the “Plan”) adopted by the Board of Directors of the Bank on July 15, 2008 and as amended on August 23, 2010. The Company, in accordance with the Plan, is offering, in a subscription offering by way of nontransferable subscription rights, the Shares for a purchase price of $10.00 per share (the “Purchase Price”) in a Subscription Offering, Community Offering and, if necessary, a Syndicated Community Offering (in each case, as defined below and all of which, collectively, are referred to herein as the “Offering”). The aggregate number of Shares to be issued in the Offering will be between _______ to _______ and will be based upon an independent appraisal of the estimated pro forma market value of the Common Stock of the Company. The Shares will be offered in descending order of priority to (i) the Bank’s Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of June 30, 2007); (ii) the Company’s employee stock ownership plan (“Tax-Qualified Plans”), for a total of up to 10% of the Shares sold in the Offering; (iii) the Bank’s Supplemental Eligible Account Holders (defined as holders of deposit accounts totaling $50 or more as of _sell ________ __shares ("Firm Securities") of its Common Stock, 2010); $0.0001 par value, ("Securities") and (iv) other deposit account holders also proposes to issue and borrowers of record as sell to the Underwriters, at the option of the close Underwriters, an aggregate of business on _not more than ________ additional shares ("Optional Securities") of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to ________ shares, 2010 for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the “Subscription Offering”Prospectus (as defined herein) under the heading "Underwriters" (the "Directed Share Program"). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the "Directed Shares") will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not orally confirmed for purchase by a Participant by the end of Common Stock not purchased in the Subscription Offering may business day on which this Agreement is executed will be offered to the general public in a community offering that is expected to be conducted during by the Subscription Offering (the “Community Offering”). In the Community Offering, preference will be given to natural persons residing Underwriters as set forth in the Washington counties of Grays Harbor, Thurston, Lewis, ▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇▇. It is acknowledged that the Company reserves the right, in its absolute discretion, to accept or reject, in whole or in part, any or all orders in the Community Offering and the Syndicated Community Offering (as defined below). Shares of Common Stock not purchased in the Subscription Offering or in the Community Offering may be sold through a syndicated community offering managed by Selling Agent (the “Syndicated Community Offering”). Except for the Tax Qualified Plans, generally no person may purchase in the Offering more than 50,000 Shares; the maximum number of shares that an individual together with persons acting in concert may purchase in all categories of the Offering combined generally is 50,000 shares, provided that the Company may, subject to [FDIC and Department] approval, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase or decrease such maximum purchase limitations. In connection with the Conversion, the Bank filed with the Department and the FDIC an application or notice, as appropriate, for conversion to a stock savings bank (the “Conversion Application”) and amendments thereto as required by the Department and the FDICProspectus. The Company has filed hereby agrees with the Board of Governors of the Federal Reserve System several Underwriters named in Schedule A hereto (the “Board”"Underwriters") its application on Form Y-3 (the “Holding Company Application”) to become a bank holding company under the Bank Holding Company Act, as amended (the “BHCA”), and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” The Conversion Application includes, among other things, the Plan. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-154734) (the “Registration Statement”) containing a prospectus relating to the Subscription Offering, the Community Offering and the Syndicated Community Offering for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto and such amended prospectuses as may have been required to the date hereof. The prospectus, as amended, on file with the Commission at the time the Registration Statement becomes effective is hereinafter called the “Prospectus,” except that if the prospectus filed by the Company pursuant to Rule 424(b) of the rules and regulations, as amended, of the Commission under the 1933 Act (the “1933 Act Regulations”) differs from the prospectus on file at the time the Registration Statement becomes effective, the term “ Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) from and after the time such prospectus is filed with or mailed to the Commission for filing, and shall include any supplements and amendments thereto. Any document constituting a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations), which the Selling Agent has approved in advance for use by the Anchor Parties in connection with the Offering is referred to herein as a “Permitted Free Writing Prospectus.”follows: