ORITANI FINANCIAL CORP. (a Delaware-chartered Stock Corporation) Up to 44,850,000 Shares (Subject to Increase Up to 51,577,500 Shares) COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share FORM OF AGENCY AGREEMENTAgency Agreement • March 5th, 2010 • Oritani Financial Corp • Maryland
The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) propose to enter into an Agency Agreement (the “Agency Agreement”) with Oritani Financial Corp., a Delaware corporation (the “Company”), Oritani Financial Corp., a federally-chartered stock holding company (the “Mid-Tier”), Oritani Financial Corp., MHC, a federally chartered mutual holding company (the “MHC”) and Oritani Bank, a New Jersey-chartered stock savings bank (together with its subsidiaries, the “Bank” and, together with the Company, the Mid-Tier and the MHC, the “Oritani Parties”), providing for the public offering (the “Public Offering”) by the several agents, including Stifel Nicolaus, [_________] and [_________] (the “Agents”), of up to 51,577,500 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”).
RP® FINANCIAL, LC. Serving the Financial Services Industry Since 1988Oritani Financial Corp • March 5th, 2010
This letter sets forth the agreement between Oritani Bank, the wholly-owned subsidiary of Oritani Financial Corp. (the “Company”), which in turn is the majority-owned subsidiary of Oritani Financial Corp., M.H.C., Township of Washington, New Jersey (the “MHC”), and RP® Financial, LC. (“RP Financial”) whereby RP Financial will provide the independent conversion appraisal services in conjunction with the second step conversion transaction by the Company. The scope, timing and fee structure for these appraisal services are described below.
