Up to 4,787,315 Shares RHINEBECK BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT November 9, 2018Agency Agreement • November 14th, 2018 • Rhinebeck Bancorp, Inc. • Savings institutions, not federally chartered • New York
Rhinebeck Bancorp, Inc., a Maryland corporation (the “Company”), Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “MHC”) and Rhinebeck Bank, a New York-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 4,787,315 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 Stock to Rhinebeck Bank Community Foundation (the “Foundation”) equal to 2% 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”).
