COLUMBIA FINANCIAL, INC. (a Delaware corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT February 8, 2018Agency Agreement • February 14th, 2018 • Columbia Financial, Inc. • Savings institution, federally chartered • New York
Columbia Financial, Inc., a Delaware corporation (the “Company”), Columbia Bank MHC, a federally chartered mutual holding company (the “MHC”) and Columbia Bank, a federally chartered stock savings bank (the “Bank”), hereby confirm their agreement with Sandler O’Neill & Partners, L.P. (“Sandler O’Neill” or the “Agent”) with respect to the offer and sale by the Company of up to 49,832,345 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the “Securities.” In addition, as described herein, the Company will contribute a number of shares of Common Securities to the Columbia Bank Foundation (the “Foundation”) equal to 3% of the Company’s issued and outstanding shares of Common Stock upon completion of the Offerings (such shares hereinafter being referred to as the “Foundation Shares”).
