Common use of The Offering Clause in Contracts

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Association, dated February 1, 2024 (the “Plan”), Magnolia Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings with $50.00 or more on deposit as of the close of business on December 31, 2022 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made. Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In The HF Parties, in accordance with that certain the Plan of Conversion of Mutual Home Federal Savings and Loan AssociationAssociation of Grand Island, dated February 1as of June 6, 2024 2023 (the “Plan”), Magnolia Bancorp is offering shares adopted by the Boards of common stockDirectors of the HF Parties, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings intend to convert from the mutual form of organization to a stock bank form of organization (the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and the Office of the Comptroller of the Currency (the “OCC”), in each case only as specifically applicable to the Conversion (collectively, the “Conversion Regulations”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Mutual Savings the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on December March 31, 2022 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savingsthe Company and the Bank (“Tax-Qualified Employee Plan”), including (3) depositors of the employee stock ownership plan; (iii) third, each depositor Bank with aggregate account balances of Mutual Savings with at least $50.00 or more on deposit as of the close of business on September June 30, 2024 who is not an Eligible Account Holder 2023 (“Supplemental Eligible Account Holders”); ) and (iv4) fourthdepositors of the Bank on August 2, each depositor of Mutual Savings at the close of business on the Voting Record Date 2023 who is are not an Eligible Account Holder, Tax-Qualified Employee Plan Holders or Supplemental Eligible Account Holder, and each borrower as of specified eligibility dates (“Other Members”) the close of business on November 13, in each case other than depositors residing in those states in which 2015 whose borrowing remains outstanding as of the Offering close of business on August 2, 2023. The Company may offer Shares (as defined below) will not be made. Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in LouisianaNebraska counties of ▇▇▇▇▇, namely Lafourche ParishBuffalo, Orleans ParishClay, Plaquemines ParishDawson, St. Gosper, Hall, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, Lancaster, Merrick, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇. In the event a Community Offering is held, St. ▇▇▇▇ it may be held at any time during or promptly after the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general publicSubscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iiiSection 4(a)(3) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 Shares 2,720,000 shares and a maximum of 833,750 Shares 3,680,000 shares (subject to an increase up to 958,813 4,232,000 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. The Shares offered for sale in the Offering will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Association, dated February 1, 2024 (the “Plan”), Magnolia Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings with $50.00 or more on deposit as of the close of business on December 31, 2022 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made. Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇C▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇J▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion and Reorganization of Mutual Savings and Loan AssociationMagyar Bancorp, MHC, dated February 125, 2024 2021 (the “Plan”), Magnolia Bancorp the Company is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”)share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States State of New Jersey and the applicable regulations of the Office New Jersey Department of the Comptroller of the Currency Banking and Insurance (the “OCCNJDBI”), ) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31, 2022 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savingsthe Bank, including the Bank’s employee stock ownership plan; (iii) third, each depositor depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on September 30March 31, 2024 who is not an Eligible Account Holder 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings the Bank at the close of business on the Voting Record Date who is not an Eligible Account HolderMay 3, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates 2021 (“Other MembersDepositors”) ). Shares of Common Stock offered in the Subscription Offering, in each case other than depositors residing in those states in which the Community Offering (as defined below) will not be made. and Syndicated Community Offering (as defined below) are referred to collectively as the “Shares.” Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson Middlesex, Somerset, Monmouth, Hunterdon and St. Tammany parishes and the adjacent parishes Union counties in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of LouisianaNew Jersey; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii4(a)(ii) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 2,890,000 Shares and a maximum of 833,750 3,910,000 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of Common Stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of Common Stock of the Company based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of the Company as they owned in the common stock of the Company immediately before the completion of the Conversion (the “Exchange”). Based on the exchange ratio, the Company expects to issue between 2,356,399 shares of Common Stock and 3,188,070 shares of Common Stock in the Exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). The Shares and the Exchange Shares are referred to collectively as the “Conversion Shares.” Upon completion of the Conversion, Mutual Savings the Company will be organized a fully public stock holding company, with the Bank as a federal stock savings and loan association and a wholly-wholly owned subsidiary of Magnolia Bancorpthe Company. Magnolia Bancorp The Company will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Association, dated February 1, 2024 (the “Plan”), Magnolia Bancorp The Holding Company is offering up to 1,782,500 shares of common stock, $0.01 par value $.01 per share (the “"Common Stock” or the “Shares”") (subject to an increase up to 2,049,875 shares), for sale at $10.00 per share in a concurrent subscription offering (the “Purchase Price”"Subscription Offering") and community offering (the "Community Offering") (together the "Subscription and Community Offering") in connection with the conversion of Mutual Savings the Association from the a federally chartered mutual savings and loan association to a federally chartered stock form savings bank to be known as Citizens Bank of organization Delphos (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”"Bank") (such laws and regulations are referred to herein as it is understood that for purposes of this Agreement, the “Conversion Regulations”). In connection with term "Association" shall include the "Bank" following the Conversion, Magnolia Bancorp unless indicated otherwise) and the issuance of all of the Association's outstanding common stock to the Holding Company (the "Conversion") pursuant to the Association's plan of conversion (the "Plan"). Non-transferable rights to subscribe for the Common Stock ("Subscription Rights") will offer for sale be granted, in the following priority in the Subscription Offering: (1) the Association's depositors with account balances of $50.00 or more as of December 31, 1994 ("Eligible Account Holders"); (2) tax-qualified employee benefit plans of the Association and the Holding Company ("Tax-Qualified Employee Plans"); (3) the Association's depositors with account balances of $50.00 or more as of__________, 1996 ("Supplemental Eligible Account Holders"); and (4) members of the Association at the close of business on_________, 1996 other than Eligible Account Holders, and Supplemental Eligible Account Holders and certain borrowers as of both May 20, 1996 and _____, 1996 who continue to be borrowers as of the date of the Special Meeting. The Holding Company will issue such number of shares of its Common Stock in a subscription offering upon the Conversion as is subscribed for and accepted, up to 1,782,500 shares (the “Subscription Offering”"Shares") to: (isubject to increase up to 2,049,875 shares) first, depositors at a purchase price of Mutual Savings with $50.00 or more on deposit as 10.00 per share (the "Purchase Price"). The Holding Company is simultaneously offering all shares of the close of business on December 31, 2022 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with $50.00 or more on deposit as of the close of business on September 30, 2024 who is Common Stock not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made. Shares not purchased subscribed for in the Subscription Offering, if any, in a direct Community Offering may be offered for sale to members of the general public in a community offering (the “Community Offering”), with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish postal zip code 45833 in the State of Louisiana; and thereafter (ii) other members of the general publicOhio. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased shares may be offered in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.by approved

The Offering. In The Primary Parties, in accordance with that certain the Plan of Conversion Reorganization and Stock Offering of First Mutual Savings and Loan Associationof Richmond, Inc., dated as of February 16, 2024 2019 (the “Plan”), Magnolia Bancorp is offering shares adopted by the Boards of common stockDirectors of the Primary Parties, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31, 2022 2017 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savingsthe Company and the Bank (“Tax-Qualified Employee Plan”), including (3) depositors of the employee stock ownership plan; (iii) third, each depositor of Mutual Savings Bank with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder [•] (“Supplemental Eligible Account Holders”); ) and (iv4) fourth, each depositor any person who is a Voting Member of Mutual Savings the MHC at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates Holder (“Other Members”) , in each case other than depositors residing in those states in which the Offering ). The Company may offer Shares (as defined below) will not be made. Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. W▇▇▇▇▇▇▇ , F▇▇▇▇▇▇, St. ▇▇▇▇▇, R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Union counties in the State state of Louisiana; Indiana, and thereafter (ii) other members Darke, Franklin, Miami, P▇▇▇▇▇ and Shelby counties in the state of Ohio. In the general publicevent a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection Section 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 Shares 8,372,500 shares and a maximum of 833,750 11,327,500 Shares (subject to an increase up to 958,813 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. In The MHC, in accordance with that certain Plan the plan of Conversion conversion as adopted by the Board of Mutual Savings Trustees of the MHC and Loan Association, dated February 1, 2024 the Board of Directors of the Holding Company (the “Plan”), Magnolia Bancorp is offering intends to convert from the current mutual holding company form of organization to a stock holding company form of organization (the “Conversion”). Pursuant to the Plan, the Holding Company will offer and sell up to 175,375,000 shares (subject to increase up to 201,681,250 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) in the following descending order of priority to: (i1) first, depositors with accounts at the Bank with aggregate balances of Mutual Savings with at least $50.00 or more on deposit as of 50 at the close of business on December 31March 29, 2022 2019 (the “Eligible Account Holders”); , (ii2) second, tax-qualified employee plans depositors with accounts at the Bank with aggregate balances of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with at least $50.00 or more on deposit as of 50 at the close of business on September 30March 31, 2024 who is not an Eligible Account Holder 2020 (the “Supplemental Eligible Account Holders”); and , (iv2) fourththe Bank’s tax-qualified employee benefit plans, each depositor of Mutual Savings at including the close of business on employee stock ownership plan (the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other MembersESOP”) and the 401(k) plan (the “401(k) Plan”), in each case other than depositors residing case, established by the Bank, and (3) employees, officers, directors, trustees and corporators of the Bank, Eastern Insurance Group LLC, a wholly-owned subsidiary of the Bank (“EIG”), or the MHC who are not eligible in those states in which the first or second priority. In addition, the Holding Company intends to donate to Eastern Bank Charitable Foundation (the “Charitable Foundation”) a number of shares of Common Stock equal to 4.0% of Common Stock that will be outstanding immediately following the Offering (as defined below) will not be madeand such stock donation to the Charitable Foundation. Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the Holding Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”), ) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to: (i) first to natural persons (including persons, and trusts of natural persons) , residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish local community as described in the State of Louisiana; Prospectus, and thereafter (ii) to cover orders of other members of the general public. Depending on market conditions, It is anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected separate dealers agreement in a syndicated offering (the “Syndicated Offering” and, together with the Subscription Offering and the Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”), with ▇.▇. Upon completion ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the Agent acting as joint book-running managers (each, a “Joint Book-Running Manager” and together, the “Joint Book-Running Managers”). It is acknowledged that the purchase of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering or the Syndicated Offering. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-239251) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the Purchase Price. If time the number Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of Shares offered for sale is increased or decreased in accordance with the Planrules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean such greater refer to the prospectus filed pursuant to Rule 424(b) or lesser number(c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal Report prepared by RP Financial, LC, dated May 21, 2020, and as amended or supplemented, regarding the appraised pro forma market value of the Common Stock (the “Appraisal”), the Registration Statement, the Prospectus and the General Disclosure Package. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (as amended or supplemented, if applicable, through the date hereof, the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In The MHC, in accordance with that certain Plan the plan of Conversion conversion as adopted by the Board of Mutual Savings Trustees of the MHC and Loan Association, dated February 1, 2024 the Board of Directors of the Holding Company (the “Plan”), Magnolia Bancorp is offering intends to convert from the current mutual holding company form of organization to a stock holding company form of organization (the “Conversion”). Pursuant to the Plan, the Holding Company will offer and sell up to 175,375,000 shares (subject to increase up to 201,681,250 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) in the following descending order of priority to: (i1) first, depositors with accounts at the Bank with aggregate balances of Mutual Savings with at least $50.00 or more on deposit as of 50 at the close of business on December 31March 29, 2022 2019 (the “Eligible Account Holders”); , (ii2) second, tax-qualified employee plans depositors with accounts at the Bank with aggregate balances of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with at least $50.00 or more on deposit as of 50 at the close of business on September 30March 31, 2024 who is not an Eligible Account Holder 2020 (the “Supplemental Eligible Account Holders”); and , (iv2) fourththe Bank’s tax-qualified employee benefit plans, each depositor of Mutual Savings at including the close of business on employee stock ownership plan (the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other MembersESOP”) and the 401(k) plan (the “401(k) Plan”), in each case other than depositors residing case, established by the Bank, and (3) employees, officers, directors, trustees and corporators of the Bank, Eastern Insurance Group LLC, a wholly-owned subsidiary of the Bank (“EIG”), or the MHC who are not eligible in those states in which the first or second priority. In addition, the Holding Company intends to donate to Eastern Bank Charitable Foundation (the “Charitable Foundation”) a number of shares of Common Stock equal to 4.0% of Common Stock that will be outstanding immediately following the Offering (as defined below) will not be madeand such stock donation to the Charitable Foundation. Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the Holding Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and, when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”), ) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to: (i) first to natural persons (including persons, and trusts of natural persons) , residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish local community as described in the State of Louisiana; Prospectus, and thereafter (ii) to cover orders of other members of the general public. Depending on market conditions, It is anticipated that Shares available for sale but not subscribed for in the Subscription Offering or purchased in the and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected separate dealers agreement in a syndicated offering (the “Syndicated Offering” and, together with the Subscription Offering and the Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”), with ▇.▇. Upon completion ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇”) and the Agent acting as joint book-running managers (each, a “Joint Book-Running Manager” and together, the “Joint Book-Running Managers”). It is acknowledged that the purchase of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any order received in the Community Offering or the Syndicated Offering. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-239251) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the Purchase Price. If time the number Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of Shares offered for sale is increased or decreased in accordance with the Planrules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean such greater refer to the prospectus filed pursuant to Rule 424(b) or lesser number(c) from and after the time said prospectus is filed with the Commission. In accordance with the Massachusetts General Laws and the rules and regulations governing the conversion of Massachusetts mutual holding companies to stock holding companies (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart D of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), the MHC has filed the Plan with the Massachusetts Division of Banks (the “Division”) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof (such application, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Conversion Application”), including copies of the MHC’s Notice and Information Statement for a Special Meeting of its Corporators relating to the Conversion (the “Information Statement”), the Appraisal Report prepared by RP Financial, LC, dated [•], 2020, and as amended or supplemented, regarding the appraised pro forma market value of the Common Stock (the “Appraisal”), the Registration Statement, the Prospectus and the General Disclosure Package. In addition, the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company on Form FR Y-3 (as amended or supplemented, if applicable, through the date hereof, the “Holding Company Application”) to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”), as in effect at the time and the FRB has approved the Holding Company Application. The Massachusetts Conversion Application and the Holding Company Application are collectively referred to herein as the “Applications”.

The Offering. In accordance with that certain Amended and Restated Plan of Conversion of Mutual Savings and Loan AssociationPeru Federal, dated February 1May 22, 2024 2023 (the “Plan”), Magnolia PFS Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings Peru Federal from the mutual form of organization to the stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), ) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia PFS Bancorp will offer for sale shares of its the Common Stock Stock, in a subscription offering (the “Subscription Offering”) to: (i) first, depositors each depositor of Mutual Savings Peru Federal with $50.00 or more on deposit as of the close of business on December 31, 2022 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual SavingsPeru Federal, including the employee stock ownership planplan (the “Tax Qualified Employee Plan”); (iii) third, each depositor of Mutual Savings Peru Federal with $50.00 or more on deposit as of the close of business on September June 30, 2024 2023 who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings Peru Federal at the close of business on the Voting Record Date voting record date of August 2, 2023 who is not an Eligible Account Holder, Tax-Tax Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates Holder (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson Bureau, LaSalle and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇P▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Counties in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia PFS Bancorp is offering for sale a minimum of 616,250 1,275,000 Shares and a maximum of 833,750 1,725,000 Shares (subject to an increase up to 958,813 1,983,750 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings Peru Federal will be organized as a federal stock savings and loan association bank and a wholly-owned subsidiary of Magnolia PFS Bancorp. Magnolia PFS Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of the Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In Harbor Florida Bancorp, Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with that certain its Plan of Conversion and Reorganization adopted by its Board of Mutual Savings and Loan Association, dated February 1, 2024 Directors (the “"Plan”"), Magnolia Bancorp is offering shares of common stockintends to convert to an interim federal stock savings bank and merge with and into the Bank, $0.01 par value per share pursuant to which the MHC will cease to exist (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “"Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering. Pursuant to the Plan and in connection with the Conversion, Magnolia Bancorp will offer for sale the Company is offering up to 15,208,750 shares of its Common common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering (with nontransferable subscription rights being granted, in the “Subscription Offering”) to: following order of priority, to (i) first, depositors of Mutual Savings the Bank with account balances of $50.00 or more on deposit as of the close of business on December July 31, 2022 1996 (“"Eligible Account Holders”"); (ii) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership planBank's ESOP; (iii) third, each depositor depositors of Mutual Savings the Bank with account balances of $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder 1997 (“"Supplemental Eligible Account Holders”"); and (iv) fourth, each depositor depositors of Mutual Savings at the Bank as of the close of business on the Voting Record Date who is not an ______________, 1997 (other than Eligible Account Holder, Tax-Qualified Employee Plan or Holders and Supplemental Eligible Account Holder, as of specified eligibility dates Holders) and certain borrowers (“"Other Members”") and (v) stockholders of the Company, in each case other than depositors residing in those states in which the Offering Mutual Holding Company (as defined below) "Public Stockholders"). Subscription rights will expire if not be madeexercised by Noon, Florida time, on December __, 1997, unless extended. Shares not purchased in the Subscription Offering may be offered for sale Subject to the general public in a community offering (the “Community Offering”)prior rights of holders of subscription rights, with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but Conversion Stock not subscribed for in the Subscription Offering or purchased is being offered in the Community Offering may be offered to certain members of the general public on to whom a best efforts basis through a selected dealers agreement (copy of the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant Prospectus is delivered, with preference given to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) natural persons residing in the Subscription Offering, and, if necessary, Local Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering and/or in whole or in part, either at the Syndicated Community Offering time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (collectivelythe "Commission") a registration statement on Form S-1 (File No. 333-_____) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof, if any, 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 initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the “Offering”)term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in In accordance with the Planregulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the term “Shares” shall mean MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the prospectus, and has filed such greater or lesser numberamendments thereto, if any, as applicablemay have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan AssociationNorth Shore MHC, dated February 1July 19, 2024 2021 and amended on September 8, 2021 (the “Plan”), Magnolia NSTS Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”)share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2022 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual North Shore Trust and Savings, including the employee stock ownership planplan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, each depositor depositors of Mutual North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on September 30_____________ __, 2024 who is not an Eligible Account Holder 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual North Shore Trust and Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and certain borrowers as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Lake County in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, Magnolia NSTS Bancorp is offering for sale a minimum of 616,250 3,400,000 Shares and a maximum of 833,750 4,600,000 Shares (subject to an increase up to 958,813 Shares5,290,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings NSTS Bancorp will be organized as a federal fully public stock savings holding company, with North Shore Trust and loan association and Savings as a wholly-owned subsidiary of Magnolia NSTS Bancorp. Magnolia NSTS Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In The Bank, in accordance with that certain the Plan of Conversion of Reorganization from Mutual Savings Bank to Mutual Holding Company and Loan AssociationStock Issuance Plan, dated as of February 128, 2024 2019 (the “Plan”), Magnolia Bancorp is offering shares adopted by the Board of common stockDirectors of the Bank, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings intends to convert from the mutual to stock form and to reorganize into a mutual holding company structure as a wholly-owned subsidiary of organization the Company, which in turn will be a majority-owned subsidiary of the MHC (the “ConversionReorganization”) in compliance with the regulations (the “MHC Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the ConversionReorganization, Magnolia Bancorp the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31, 2022 2017 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savingsthe Bank (“Tax-Qualified Employee Plan”), including (3) depositors of the employee stock ownership plan; (iii) third, each depositor of Mutual Savings Bank with $50.00 or more on deposit as of the close of business on September 30[•], 2024 who is not an Eligible Account Holder 2019 (“Supplemental Eligible Account Holders”); ) and (iv4) fourth, each depositor any person who is a Member of Mutual Savings the Bank at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates Holder (“Other Members”) , in each case other than depositors residing in those states in which the Offering ). If any Shares (as defined belowhereinafter defined) will not be made. Shares not purchased in remain available for sale after the Subscription Offering Offering, the Company may be offered offer them for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Jefferson the New Hampshire counties of Rockingham and St. Tammany parishes and Strafford. In the adjacent parishes in Louisianaevent a Community Offering is held, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ it may be held at any time during or promptly after the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general publicSubscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection Section 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 Shares 1,720,400 shares and a maximum of 833,750 Shares 2,327,600 shares (subject to an increase up to 958,813 2,676,740 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Reorganization, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the First Seacoast Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 1.0% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $150,000. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent a minority ownership interest of 45.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own 55.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan. As a mutual savings bank, the Bank has no stockholders and all voting rights are held by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000 in cash, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Company, operating under the name “First Seacoast Bank” (the “Stock Bank”), and the Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000 in cash, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan AssociationNorth Shore MHC, dated February 1July 19, 2024 2021 and amended on September 8, 2021 (the “Plan”), Magnolia NSTS Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”)share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia NSTS Bancorp will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on December 31June 30, 2022 2020 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual North Shore Trust and Savings, including the employee stock ownership planplan and the North Shore Trust and Savings 401(k) Plan (the “401(k) Plan”); (iii) third, each depositor depositors of Mutual North Shore Trust and Savings with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder 2021 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual North Shore Trust and Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, and certain borrowers as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Lake County in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. In addition, as part of the Conversion, NSTS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the NSTS Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $150,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering. Pursuant to the Plan, Magnolia NSTS Bancorp is offering for sale a minimum of 616,250 3,400,000 Shares and a maximum of 833,750 4,600,000 Shares (subject to an increase up to 958,813 Shares5,290,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings NSTS Bancorp will be organized as a federal fully public stock savings holding company, with North Shore Trust and loan association and Savings as a wholly-owned subsidiary of Magnolia NSTS Bancorp. Magnolia NSTS Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In The Bank, in accordance with that certain Plan its plan of Conversion reorganization adopted by its Board of Mutual Savings and Loan Association, dated February 1, 2024 Directors (the “Plan”), Magnolia Bancorp is offering intends to reorganize from a federally-chartered mutual savings bank into the mutual holding company structure, and issue all of its issued and outstanding capital stock to the Company (collectively, these transactions are referred to herein as the “Reorganization”). The Reorganization will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift Supervision (the “OTS”), except as such rules and regulations are waived by the OTS. Pursuant to the Plan, the Company will offer and sell up to 491,625 shares (subject to increase up to 565,369) of its common stock, $0.01 .01 par value per share (the “Common StockShares” or the “Common Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on December 31September 30, 2022 2005 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savings, including the employee stock ownership plan; plan established by either the Bank or the Company (iiithe “ESOP”), (3) third, each depositor depositors of Mutual Savings the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30December 31, 2024 who is not an Eligible Account Holder 2006 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Depositors of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, Bank as of specified eligibility dates , 2007, who are not eligible or supplemental eligible account holders, and borrowers of the Bank who had loans outstanding on September 19, 1989 that continue to be outstanding as of , 2007 (“Other Members”) ). Subject to the prior subscription rights of the above-listed parties, in each case other than depositors residing in those states in which the Offering (as defined below) will not be made. Shares not purchased in the Subscription Offering Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”), ) the Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to: (i) first to natural persons (including trusts who are residents of natural persons) residing in Jefferson Clinton, Madison and St. Tammany parishes and Clair Counties, Illinois. Subscribers’ checks will be transmitted to the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members Bank by no later than noon of the general publicnext business day where they will be invested in investments that are permissible under Rule 15c2-4. Depending on market conditions, Shares available for sale but It is anticipated that shares not subscribed for in the Subscription Offering or purchased in the and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, are collectively referred to as the “Offering”). Upon completion It is acknowledged that the purchase of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at is subject to the Purchase Pricemaximum and minimum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If the number of The Common Shares offered for sale is increased or decreased in accordance the Offering will represent a minority ownership interest of 45% of the Company’s total outstanding Common Shares. The Company has filed with the PlanSecurities and Exchange Commission (the “Commission”) a registration statement on Form SB-2 (File No. 333-139332) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933 (the “1933 Act”), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term “Registration Statement” shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially became effective, the term “SharesProspectus” shall mean refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. In accordance with Title 12, Part 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the Bank has filed with the OTS a combined Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (collectively, the “MHC-1/MHC-2 Application”), including the Prospectus and the Reorganization Valuation Appraisal Report prepared by RP Financial, LC. (the “Appraisal”) and has filed such greater or lesser numberamendments thereto as may have been required by the OTS. The MHC-l/MHC-2 Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a registered savings and loan holding company under the Home Owners Loan Act, as applicableamended (“HOLA”) and the regulations promulgated thereunder (the “Control Act Regulations”).

The Offering. In The Primary Parties, in accordance with that certain the Plan of Conversion Reorganization and Stock Offering of First Mutual Savings and Loan Associationof Richmond, Inc., dated as of February 16, 2024 2019 (the “Plan”), Magnolia Bancorp is offering shares adopted by the Boards of common stockDirectors of the Primary Parties, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31, 2022 2017 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savingsthe Company and the Bank (“Tax-Qualified Employee Plan”), including (3) depositors of the employee stock ownership plan; (iii) third, each depositor of Mutual Savings Bank with $50.00 or more on deposit as of the close of business on September 30March 31, 2024 who is not an Eligible Account Holder 2019 (“Supplemental Eligible Account Holders”); ) and (iv4) fourth, each depositor any person who is a Voting Member of Mutual Savings the MHC at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates Holder (“Other Members”) , in each case other than depositors residing in those states in which the Offering ). The Company may offer Shares (as defined below) will not be made. Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. W▇▇▇▇▇▇▇ , F▇▇▇▇▇▇, St. ▇▇▇▇▇, R▇▇▇▇▇▇▇, ▇▇▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Union counties in the State state of Louisiana; Indiana, and thereafter (ii) other members Darke, Franklin, Miami, P▇▇▇▇▇ and Shelby counties in the state of Ohio. In the general publicevent a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection Section 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 Shares 8,372,500 shares and a maximum of 833,750 11,327,500 Shares (subject to an increase up to 958,813 13,026,625 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp The Company will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable. In addition, as part of the Conversion, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, Five Hundred Thousand (500,000) shares of Common Stock to the First Bank Richmond, Inc. Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) plus $1,250,000 in cash. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan.

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Savings and Loan AssociationHolding Company, dated February 1July 17, 2024 2019 (the “Plan”), Magnolia Bancorp CBI is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”)share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31June 30, 2022 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savingsthe Bank, including the employee stock ownership planplan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, each depositor depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings the Bank at the close of business on November 4, 2019, and each borrower of the Voting Record Date who is not an Eligible Account HolderBank at the close of business on January 21, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder2015, as and borrower of specified eligibility dates the former Kentucky Federal Savings and Loan Association at the close of business on October 12, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in LouisianaButler, namely Lafourche ParishClermont, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇, St. ▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Baptist ParishCompany’s public stockholders at the close of business on ____________, Tangipahoa Parish and Washington Parish in the State of Louisiana2019; and thereafter (iiiii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp CBI is offering for sale a minimum of 616,250 1,062,394 Shares and a maximum of 833,750 1,437,356 Shares (subject to an increase up to 958,813 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of CBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of CBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI expects to issue up to 1,150,144 Shares in the exchange, which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, Mutual Savings CBI will be organized as a federal fully public stock savings and loan association and holding company, with the Bank as a wholly-owned subsidiary of Magnolia BancorpCBI. Magnolia Bancorp CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Association, dated February 1, 2024 The MHC will convert (the “Plan”), Magnolia Bancorp is offering shares of common stock, $0.01 par value per share "Conversion") from a ------------ federally chartered mutual holding company to a Delaware chartered stock corporation (the “Common Stock” or the “Shares”"Company"), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). .. In connection with the Conversion, Magnolia Bancorp each stockholder of Finger Lakes Financial immediately prior to the Conversion ("Public Stockholders") will offer for sale receive Exchange Shares of the Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of fractional shares; (b) the purchase by such stockholders of additional shares of Common Stock in the Offering; and (c) subject to an adjustment by the OTS to reflect the MHC's waiver of certain dividends declared by the Bank in the amount of $______ million. Pursuant to the Plan and in connection with the Conversion, the Company is offering up to 2,155,593 shares of its Common common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering (with nontransferable subscription rights being granted, in the “Subscription Offering”) to: following order of priority, to (i) first, depositors of Mutual Savings the Bank with account balances of $50.00 or more on deposit as of the close of business on December 31, 2022 1998 (“"Eligible Account Holders”"); (ii) second, tax-qualified the employee plans of Mutual Savingsthe Company, including the employee stock ownership planEmployee Stock Ownership Plan ("ESOP"); (iii) third, each depositor depositors of Mutual Savings the Bank with account balances of $50.00 or more on deposit as of the close of business on September June 30, 2024 who is not an Eligible Account Holder 2000 (“"Supplemental Eligible Account Holders”); ") and (iv) fourth, each depositor depositors of Mutual Savings at the Bank as of the close of business on the Voting Record Date who is not an _______________, 2000 (other than Eligible Account Holder, Tax-Qualified Employee Plan or Holders and Supplemental Eligible Account HolderHolders). Subscription rights will expire if not exercised by Noon, as of specified eligibility dates (“Other Members”) New York time, in each case other than depositors residing in those states in which the Offering (as defined below) will not be madeon October ___________, 2000, unless extended. Shares not purchased in the Subscription Offering may be offered for sale Subject to the general public in a community offering (the “Community Offering”)prior rights of holders of subscription rights, with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but Conversion Stock not subscribed for in the Subscription Offering or purchased is being offered in the Community Offering may be offered to certain members of the general public on to whom a best efforts basis through a selected dealers agreement (copy of the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant Prospectus is delivered, with preference given to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) natural persons residing in the Subscription Offering, and, if necessary, Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering and/or in whole or in part, either at the Syndicated Community Offering time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (collectively, the “Offering”)"Commission") a registration statement on Form S-1 (File No. Upon completion 333-33418) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the ConversionShares under the Securities Act of 1933 (the "1933 Act"), Mutual Savings will be organized and has filed such amendments thereof, if any, and such amended prospectuses as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorpmay have been required to the date hereof. Magnolia Bancorp will sell The prospectus, as amended, on file with the Shares in the Offering Commission at the Purchase Price. If time the number Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of Shares offered for sale is increased or decreased in accordance with the Plan, rules and regulations of the term “Shares” shall mean such greater or lesser number, as applicable.Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the

The Offering. In accordance with that certain Plan of Conversion and Reorganization of Mutual The Seneca Falls Savings and Loan AssociationBank, MHC, dated February 1A▇▇▇▇▇ ▇▇, 2024 ▇▇▇▇ (the ▇▇▇ “Plan▇▇▇▇”), Magnolia Bancorp ▇▇▇ is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”)share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp GBI will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on December July 31, 2022 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savingsthe Bank or the Commercial Bank, including the employee stock ownership planplan and the Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, each depositor depositors of Mutual Savings the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder 2020 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings the Bank at the close of business on the Voting Record Date who is not an Eligible Account HolderNovember 2, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates 2020 (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson Cayuga, Seneca, Ontario and St. Tammany parishes and Orleans counties in New York; (ii) the adjacent parishes in LouisianaCompany’s public stockholders at the close of business on November 2, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana2020; and thereafter (iiiii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp GBI is offering for sale a minimum of 616,250 1,277,125 Shares and a maximum of 833,750 1,727,875 Shares (subject to an increase up to 958,813 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of GBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, GBI expects to issue between 847,875 Shares and 1,147,125 Shares in the exchange, depending on the number of Shares sold pursuant to the Offering (the “Exchange Shares”). Upon completion of the Conversion, Mutual Savings GBI will be organized as a federal fully public stock savings and loan association and holding company, with the Bank as a wholly-owned subsidiary of Magnolia BancorpGBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. Magnolia Bancorp GBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In Pocahontas Bancorp, Inc., a Delaware corporation, will convert first to a federal stock holding company and thereafter to an interim federal stock savings bank. Thereafter, it will merge into the Bank. The MHC, in accordance with that certain its Plan of Conversion and Reorganization adopted by its Board of Mutual Savings and Loan Association, dated February 1, 2024 Directors (the “"Plan”"), Magnolia Bancorp is offering shares of common stockintends to convert to an interim federal stock savings bank and merge with and into the Bank, $0.01 par value per share pursuant to which the MHC will cease to exist (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings from the mutual to stock form of organization (the “"Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”"). In connection therewith, each stockholder other than the MHC immediately prior to the Conversion ("Public Stockholders") will receive Exchange Shares of the Company's common stock ("Common Stock," or "Shares") pursuant to a ratio that will result in Public Stockholders owning in the aggregate immediately after the Conversion the same percentage of the outstanding shares of Common Stock, before giving effect to (a) the payment of cash in lieu of fractional shares and (b) the purchase by such stockholders of additional shares of Common Stock in the Offering. Pursuant to the Plan and in connection with the Conversion, Magnolia Bancorp will offer for sale the Company is offering up to 2,875,000 shares of its Common common stock (the "Conversion Stock") in a subscription and community offering (the "Offerings"). Conversion Stock is first being offered in a subscription offering (with nontransferable subscription rights being granted, in the “Subscription Offering”) to: following order of priority, to (i) first, depositors of Mutual Savings the Bank with account balances of $50.00 or more as of the close of business on deposit September 30, 1996 ("Eligible Account Holders"); (ii) the Bank's KSOP; (iii) depositors of the Bank with account balances of $50.00 or more as of the close of business on December 31, 2022 1997 (“"Supplemental Eligible Account Holders”"); (iiiv) second, tax-qualified employee plans depositors of Mutual Savings, including the employee stock ownership plan; (iii) third, each depositor of Mutual Savings with $50.00 or more on deposit Bank as of the close of business on September 30______________, 2024 who is not an 1998 (other than Eligible Account Holder (“Holders and Supplemental Eligible Account Holders”); ) and certain borrowers ("Other Members") and (ivv) fourthstockholders of the Company, each depositor of Mutual Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates (“Other Members”) , in each case other than depositors residing in those states in which the Offering Mutual Holding Company (as defined below) "Public Stockholders"). Subscription rights will expire if not be madeexercised by Noon, Central time, on March __, 1998, unless extended. Shares not purchased in the Subscription Offering may be offered for sale Subject to the general public in a community offering (the “Community Offering”)prior rights of holders of subscription rights, with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but Conversion Stock not subscribed for in the Subscription Offering or purchased is being offered in the Community Offering may be offered to certain members of the general public on to whom a best efforts basis through a selected dealers agreement (copy of the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant Prospectus is delivered, with preference given to the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up to 958,813 Shares) natural persons residing in the Subscription Offering, and, if necessary, Local Community. The Primary Parties reserve the absolute right to reject or accept any orders in the Community Offering and/or in whole or in part, either at the Syndicated Community Offering time of receipt of an order or as soon as practicable following the Expiration Date. The Company has filed with the Securities and Exchange Commission (collectivelythe "Commission") a registration statement on Form S-1 (File No. 333-_____) (the "Registration Statement") containing a prospectus relating to the Offerings for the registration of the Shares under the Securities Act of 1933 (the "1933 Act"), and has filed such amendments thereof, if any, 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 initially became effective is hereinafter called the "Prospectus," except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the prospectus on file at the time the Registration Statement initially becomes effective, the “Offering”)term "Prospectus" shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission. Upon completion of the Conversion, Mutual Savings will be organized as a federal stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorp. Magnolia Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in In accordance with the Planregulations of the Office of Thrift Supervision ("OTS") governing the conversions of savings associations (the "Conversion Regulations"), the term “Shares” shall mean MHC has filed with the OTS an Application for Conversion on Form AC (the "Conversion Application"), including the prospectus, and has filed such greater or lesser numberamendments thereto, if any, as applicablemay have been required by the OTS. The Conversion Application has been approved by the OTS and the related Prospectus has been authorized for use by the OTS.

The Offering. In The Bank, in accordance with that certain the Cincinnati Federal Savings and Loan Association Plan of Conversion of Reorganization from a Mutual Savings and Loan AssociationAssociation to a Mutual Holding Company and Stock Issuance Plan, dated as of February 118, 2024 2015, as amended on April 30, 2015 (the “Plan”), Magnolia Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings intends to convert from the mutual to stock form and to reorganize into a federal mutual holding company structure as a wholly owned subsidiary of organization the Company, which in turn will be a majority-owned subsidiary of the MHC (the “ConversionReorganization”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion Reorganization is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion MHC Regulations”). In connection with the ConversionReorganization, Magnolia Bancorp the Company will offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock Stock”), in a subscription offering (the “Subscription Offering”” to (1) to: (i) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December 31, 2022 2013 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of Mutual Savingsthe Bank, including (3) depositors of the employee stock ownership plan; (iii) third, each depositor of Mutual Savings Bank with $50.00 or more on deposit as of the close of business on September June 30, 2024 who is not an Eligible Account Holder 2015 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor other eligible depositors of Mutual Savings at the Bank as of the close of business on July 31, 2015 and eligible borrowers of the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, Bank as of specified eligibility dates the close of business on January 21, 2015 who maintain such borrowings as of the close of business on July 31, 2015 (“Other Members”) , in each case other than depositors residing in those states in which the Offering ). The Company may offer Shares (as defined below) will not be made. Shares not purchased in hereinafter defined), if any, remaining after the Subscription Offering may be offered for sale to the general public in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”), ) with a preference given to: (i) to natural persons (including and trusts of natural persons) persons residing in Jefferson and St. Tammany parishes and the adjacent parishes in LouisianaOhio counties of Hamilton, namely Lafourche ParishButler, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇and Clermont. In the event a Community Offering is held, St. ▇▇▇▇ it may be held at any time during or promptly after the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of Louisiana; and thereafter (ii) other members of the general publicSubscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia Bancorp the Company is offering for sale a minimum of 616,250 Shares 497,250 shares and a maximum of 833,750 Shares 672,750 shares (subject to an increase up to 958,813 773,663 shares) of Common Stock (the “Shares) ”), in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the ConversionOffering, Mutual Savings pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be organized as a federal publicly held and 100% of the outstanding common stock savings and loan association and a wholly-owned subsidiary of Magnolia Bancorpthe Bank will be held by the Company. Magnolia Bancorp The Company will sell the Shares in the Offering at $10.00 per share (the “Purchase Price”). If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Associationthe MHC, dated February 1May 16, 2024 2025 (the “Plan”), Magnolia Hoyne Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). Pursuant to the Plan, Hoyne Bancorp is offering for sale a minimum of 5,100,000 Shares and a maximum of 6,900,000 Shares (subject to an increase up to 7,935,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (each as described below and collectively, the “Offering”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Hoyne Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors each depositor of Mutual Hoyne Savings with $50.00 or more on deposit as of the close of business on December March 31, 2022 2024 (the “Eligible Account Holders”); (ii) second, tax-qualified employee benefit plans of Mutual Hoyne Savings, including the employee stock ownership planplan (the “Tax Qualified Employee Plan”); (iii) third, to the extent that there are Shares not purchased after satisfaction of clauses (i) and (ii), each depositor of Mutual Hoyne Savings with $50.00 or more on deposit as of the close of business on September 30___________ __, 2024 2025 other than directors and certain officers of H▇▇▇▇ ▇▇▇▇▇▇▇, and their associates, who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, to the extent that there are Shares not purchased after satisfaction of clauses (i), (ii) and (iii), each depositor of Mutual Hoyne Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan Holder or Supplemental Eligible Account Holder, Holder and certain borrowers of Hoyne Savings as of specified eligibility dates (the “Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Cook County in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to In addition, as part of the Conversion, Hoyne Bancorp will contribute in accordance with the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to 958,813 the Hoyne Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $250,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings Hoyne Bancorp will be organized as a federal fully public stock savings and loan association and holding company, with Hoyne Savings as a wholly-owned subsidiary of Magnolia Hoyne Bancorp. Magnolia Hoyne Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain ▇▇▇▇▇▇▇ and Restated Plan of Conversion of Mutual Savings and Loan AssociationPeru Federal, dated February 1April 17, 2024 2023 (the “Plan”), Magnolia PFS Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings Peru Federal from the mutual form of organization to the stock form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), ) and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia PFS Bancorp will offer for sale shares of its the Common Stock Stock, in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings Peru Federal with $50.00 or more on deposit as of the close of business on December 31, 2022 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual SavingsPeru Federal, including the employee stock ownership planplan (the “Tax Qualified Employee Plan”); (iii) third, each depositor of Mutual Savings Peru Federal with $50.00 or more on deposit as of the close of business on September 30March 31, 2024 2023 who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor depositors of Mutual Savings Peru Federal at the close of business on the Voting Record Date voting record date of May 1, 2023 who is not an Eligible Account Holder, Tax-Tax Qualified Employee Plan or Supplemental Eligible Account Holder, as of specified eligibility dates Holder (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson Bureau, LaSalle and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Counties in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, Magnolia PFS Bancorp is offering for sale a minimum of 616,250 Shares 1,360,000 shares and a maximum of 833,750 1,840,000 Shares (subject to an increase up to 958,813 2,116,000 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition, as part of the Conversion, PFS Bancorp will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, 40,000 shares of Common Stock to the Peru Federal Savings Charitable Foundation, Inc. (the “Foundation,” and such shares hereinafter being referred to as the “Foundation Shares”), plus cash in the amount of $100,000. The Foundation Shares are not included as part of the Shares sold in the Subscription Offering. Upon completion of the Conversion, Mutual Savings Peru Federal will be organized as a federal stock savings and loan association bank and a wholly-owned subsidiary of Magnolia PFS Bancorp. Magnolia PFS Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan Associationthe MHC, dated February 1May 16, 2024 2025 (the “Plan”), Magnolia Hoyne Bancorp is offering shares of common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). Pursuant to the Plan, Hoyne Bancorp is offering for sale a minimum of 5,100,000 Shares and a maximum of 6,900,000 Shares (subject to an increase up to 7,935,000 shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (each as described below and collectively, the “Offering”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Hoyne Bancorp will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors each depositor of Mutual Hoyne Savings with $50.00 or more on deposit as of the close of business on December March 31, 2022 2024 (the “Eligible Account Holders”); (ii) second, tax-qualified employee benefit plans of Mutual Hoyne Savings, including the employee stock ownership planplan (the “Tax Qualified Employee Plan”); (iii) third, to the extent that there are Shares not purchased after satisfaction of clauses (i) and (ii), each depositor of Mutual Hoyne Savings with $50.00 or more on deposit as of the close of business on September June 30, 2024 2025 other than directors and certain officers of H▇▇▇▇ ▇▇▇▇▇▇▇, and their associates, who is not an Eligible Account Holder (“Supplemental Eligible Account Holders”); and (iv) fourth, to the extent that there are Shares not purchased after satisfaction of clauses (i), (ii) and (iii), each depositor of Mutual Hoyne Savings at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan Holder or Supplemental Eligible Account Holder, Holder and certain borrowers of Hoyne Savings as of specified eligibility dates (the “Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) residing in Jefferson and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish Cook County in the State of LouisianaIllinois; and thereafter (ii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to In addition, as part of the Conversion, Hoyne Bancorp will contribute in accordance with the Plan, Magnolia Bancorp is offering for sale a minimum of 616,250 Shares and a maximum of 833,750 Shares (subject to an increase up compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to 958,813 the Hoyne Charitable Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 2% of the shares of Common Stock offered in the Conversion, plus cash in the amount of $250,000. The Foundation Shares are included as part of the Shares sold in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). Upon completion of the Conversion, Mutual Savings Hoyne Bancorp will be organized as a federal fully public stock savings and loan association and holding company, with Hoyne Savings as a wholly-owned subsidiary of Magnolia Hoyne Bancorp. Magnolia Hoyne Bancorp will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

The Offering. In accordance with that certain Plan of Conversion of Mutual Savings and Loan AssociationReorganization, dated February 1adopted on May 8, 2024 2025 (the “Plan”), Magnolia Bancorp SBI is offering shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of Mutual Savings the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance with the laws of the United States and the applicable regulations of the Office of the Comptroller of the Currency (the “OCC”), and the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, Magnolia Bancorp SBI will offer for sale shares of its Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on December March 31, 2022 2024 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of Mutual Savingsthe Bank, including the Bank’s 401(k) plan and employee stock ownership planplan (the “ESOP”); (iii) third, each depositor depositors of Mutual Savings the Bank with $50.00 or more on deposit as of the close of business on September 30, 2024 who is not an Eligible Account Holder [●] (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of Mutual Savings the Bank at the close of business on [●], and each borrower of the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder, Bank as of specified eligibility dates March 24, 2017, whose borrowings remained outstanding as of the close of business on [●] (“Other Members”) , in each case other than depositors residing in those states in which the Offering (as defined below) will not be made). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”), with a preference given to: (i) first, natural persons (including trusts of natural persons) residing in Jefferson the New York counties of Cayuga, Cortland, Madison, Oneida, Oswego and St. Tammany parishes and the adjacent parishes in Louisiana, namely Lafourche Parish, Orleans Parish, Plaquemines Parish, St. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, St. ▇▇▇▇ the Baptist Parish, Tangipahoa Parish and Washington Parish in the State of LouisianaOnondaga; and thereafter (ii) second, the Company’s public stockholders as of the close of business on [●]; and (iii) third, other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered for sale to certain members of the general public public, on a best efforts basis through a selected dealers agreement agreement, in a syndicated community offering (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below). Pursuant to the Plan, Magnolia Bancorp SBI is offering for sale a minimum of 616,250 892,500 Shares and a maximum of 833,750 1,207,500 Shares (subject to an increase to up to 958,813 1,388,625 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e., stockholders other than the MHC) will be exchanged for shares of common stock of SBI based on an exchange ratio that will result in existing public stockholders of the Company owning approximately the same percentage of common stock of SBI as they own in the common stock of the Company immediately before the completion of the Conversion. Based on the exchange ratio, SBI expects to issue between 636,691 Shares and 861,405 Shares (subject to increase to up to 990,616 Shares) of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold in the Offering. Upon completion of the Conversion, Mutual Savings SBI will be organized as a federal fully public stock savings holding company and loan association and the Bank will be a wholly-owned subsidiary of Magnolia BancorpSBI. Magnolia Bancorp SBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.