Common use of INTRODUCTORY STATEMENT Clause in Contracts

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Integrated Mergers shall together be treated as a single integrated transaction that qualifies as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent RBI and the Company have TRFC (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RBI and TRFC, respectively, and in the best long-term interests of their respective companies stockholders, (ii) has determined that this Agreement and stockholders the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to consummate the strategic business combination transaction provided for hereinRBI's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("TRFC Option Agreement"), pursuant to which TRFC has granted to RBI an option to purchase shares of TRFC's common stock, par value $.01 per share (i) Merger Sub will"TRFC Common Stock"), subject to upon the terms and conditions set forth hereintherein contained. In addition, merge concurrently with the execution and delivery of this Agreement, and as a condition and inducement to TRFC's willingness to enter into this Agreement, RBI and TRFC have entered into a stock option agreement ("RBI Option Agreement"), pursuant to which RBI has granted to TRFC an option to purchase shares of RBI's common stock, par value $.01 per share ("RBI Common Stock"), upon the terms and conditions therein contained. Promptly following the consummation of the Merger (as defined below), the parties hereto intend that Roosevelt Savings Bank, a wholly owned subsidiary of TRFC ("TRFC Bank"), shall be merged with and into the Company The ▇▇▇▇▇▇ Savings Bank, a wholly owned subsidiary of RBI (the “First-Step Merger”"RBI Bank"), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent RBI Bank being the surviving corporationentity ("Bank Merger"). The parties hereto intend that the Integrated Mergers Merger and the Bank Merger shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) "Code"), for federal income tax purposes, and that this Agreement is intended to be, the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RBI and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each TRFC desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board board of Directors directors of each of Parent Purchaser and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of Purchaser and the Company, as the case may be, and in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporationstockholders. The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) for federal income tax purposes and that this Agreement is intended to be, be and is hereby adopted as, as a “plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and reorganization” within the meaning of Treasury regulation section 1.368-2(g)Sections 354 and 361 of the IRC. Parent Purchaser and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentPurchaser’s willingness to enter into this Agreement, certain stockholders senior executive officers and each member of the board of directors of the Company have has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated herebyhereby (each, a “Voting Agreement”). Concurrently with the execution and delivery of this Agreement, as a condition and As an inducement to the CompanyPurchaser’s willingness to enter into this Agreement, certain stockholders senior executive officers of Parent the Company have simultaneously herewith entered into an agreement pursuant agreements with Purchaser and the Company, in form and substance acceptable to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step MergerPurchaser. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The respective Boards of Directors of Newco, MHC, Bradford and Bradford Bank (collectively, the "Bradford Parties") and the Board of Directors of Patapsco have each of Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies corporations and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Companyor members, as the surviving corporation case may be. In connection with the Merger, it is intended that MHC will convert from the mutual form of organization to the capital stock form of organization pursuant to certain transactions (the "Conversion") as the result of which, inter alia, Bradford Bank will become a wholly owned subsidiary of Newco, and that in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the First-Step Merger, will merge form attached at Exhibit A hereto and subject to regulatory review and amendment in connection with such review as provided therein (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation"Plan of Conversion"). The parties hereto intend that the Integrated Mergers Merger as defined herein shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization IRC for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g)federal income tax purposes. Parent and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to Parent’s the Bradford Parties' willingness to enter into this Agreement, certain stockholders each of the Company have members of the Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent, Parent Bank and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub the Company will, subject to the terms and conditions set forth herein, merge with and into the Company Parent Bank (the “First-Step Merger”), so that the Company is with Parent Bank being the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafterand, the Companyaccordingly, sometimes referred to as the surviving corporation in the First-Step Merger, will merge (the “Second-Step MergerSurviving Bank.” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Integrated Mergers Merger shall together be treated as a single integrated transaction that qualifies qualify as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent, Parent Bank and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s and Parent Bank’s willingness to enter into this Agreement, certain stockholders each of the directors of the Company have entered into an agreement pursuant to which each such stockholder director, in their capacity as a stockholder, has agreed, among other things, to vote his, his or her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders each of the directors of Parent have entered into an agreement pursuant to which each such stockholder director, in their capacity as a stockholder, has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent FFBSW and the Company have GFSB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies FFBSW or GFSB, as the case may be, and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the Firstbest long-Step Merger and a wholly-owned Subsidiary term interests of Parent the stockholders of FFBSW or GFSB, as the case may be, and (ii) immediately thereafterhas determined that this Agreement and the transactions contemplated hereby are consistent with, the Companyand in furtherance of, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporationits respective business strategies. The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) IRC for federal income tax purposes. FFBSW and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company GFSB each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to Parent’s FFBSW's willingness to enter into this Agreement, certain stockholders at or prior to the date of this Agreement, each of the Company have members of the Board of Directors of GFSB has entered into an agreement dated as of the date hereof in the form of Exhibit A pursuant to which each such stockholder has agreed, among other things, to he will vote his, her or its his shares of Company --------- GFSB Common Stock in favor of this Agreement and the transactions contemplated hereby . As a condition and inducement to GFSB's willingness to enter into this Agreement, each director and advisory director of FFBSW has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which --------- he or she will vote his or her shares of FFBSW Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of Parent Purchaser, Purchaser Bank and the Company IIBK have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of Purchaser, Purchaser Bank and IIBK, as the case may be, and in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporationstockholders. The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) for federal income tax purposes and that this Agreement is intended to be, be and is hereby adopted as, as a “plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and reorganization” within the meaning of Treasury regulation section 1.368-2(g)Sections 354 and 361 of the IRC. Parent Purchaser, Purchaser Bank and the Company IIBK each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentPurchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain stockholders each IIBK Executive Officer and each member of the Company have Board of Directors of IIBK and certain shareholders of IIBK has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which each such stockholder has agreedhe, among other things, to she or it will vote his, her or its shares of Company IIBK Common Stock in favor of this Agreement and the transactions contemplated herebyhereby (each, a “Voting Agreement”). Concurrently with the execution and delivery of this Agreement, as As a further condition and inducement to the CompanyPurchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain stockholders each executive officer and member of Parent have the Board of Directors of IIBK has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which each such stockholder has agreedhe or she will agree to certain non-competition and non-solicitation provisions (each, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the Firsta “Non-Step MergerCompetition and Non-Solicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of Parent Purchaser and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the respective best interests of Purchaser and the Company and in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporationstockholders. The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated as a single integrated transaction that qualifies qualify as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) for federal income tax purposes and that this Agreement is intended to be, be and is hereby adopted as, as a “plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and reorganization” within the meaning of Treasury regulation section 1.368-2(g)Sections 354 and 361 of the IRC. Parent Purchaser and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentPurchaser’s willingness to enter into this Agreement, certain stockholders each member of the Board of Directors of the Company have has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated herebyhereby (each, a “Company Voting Agreement”). Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders each member of Parent have the Board of Directors of Purchaser has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which each such stockholder has agreed, among other things, to he or she will vote his or her shares of Parent Company Common Stock in favor of this Agreement and the issuance of shares of Parent Common Stock in connection with the First-Step Mergertransactions contemplated hereby (each, a “Purchaser Voting Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent RCFC and the Company have Bayonne (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RCFC and Bayonne, respectively, and in the best long-term interests of their respective companies stockholders, (ii) has determined that this Agreement and stockholders the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to consummate RCFC's willingness to enter into this Agreement, RCFC and Bayonne have entered into a stock option agreement (the strategic business combination transaction provided for herein"Option Agreement"), pursuant to which Bayonne has granted to RCFC an option to purchase shares of Bayonne's common stock, par value $0.01 per share (i) Merger Sub will"Bayonne Common Stock"), subject to upon the terms and conditions set forth hereintherein contained; and Bayonne will use its best efforts to have certain executive officers and directors of Bayonne, merge with and into within twenty-one days of the Company (the “First-Step Merger”)date of this Agreement, so that the Company is the surviving corporation execute in favor of RCFC a Letter Agreement in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, form annexed as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. Exhibit A. The parties hereto intend that the Integrated Mergers Merger as defined herein shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) "Code"), for federal income tax purposes, and that this Agreement is intended to be, the Merger shall be accounted for as a purchase business combination for accounting purposes. RCFC and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each Bayonne desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent, Parent Bank and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub the Company will, subject to the terms and conditions set forth herein, merge with and into the Company Parent Bank (the “First-Step Merger”), so that the Company is with Parent Bank being the surviving corporation and shall hereinafter sometimes referred to in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, such capacity as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated MergersSurviving Bank”) with and into Parent, with Parent being the surviving corporation. The parties hereto intend that the Integrated Mergers Merger shall together be treated as a single integrated transaction that qualifies qualify as a “reorganization” under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354356, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders (i) each of the Company have members of the Board of Directors of the Company, and (ii) certain of the Company’s executive officers, have, concurrently with the execution and delivery of this Agreement, and solely in their capacities as shareholders of the Company, entered into an agreement pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent NVSL and the Company SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies corporations and stockholders stockholders. In connection with the Merger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and convert from the mutual holding company form of organization to consummate the strategic business combination transaction provided for herein, stock holding company form of organization pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company certain transactions (the “First-Step MergerConversion”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation result of which, inter alia, NVSL Bank will become a wholly owned subsidiary of Newco, and that in the First-Step Mergerconnection with such Conversion, Newco will merge conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated MergersPlan of Conversion”) with and into Parent, with Parent being the surviving corporation). The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g)federal income tax purposes. Parent and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentNVSL’s willingness to enter into this Agreement, certain stockholders each of the Company members of the Board of Directors of SSE have entered into an agreement dated as of the date hereof, in the form of Exhibit A hereto, pursuant to which each such stockholder has agreed, among other things, to he (or she) will vote his, her his (or its her) shares of Company SSE Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as As a further condition and inducement to the CompanyNVSL’s willingness to enter into this Agreement, certain stockholders of Parent have NVSL Bank (as defined herein) has entered into an employment agreement pursuant to with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor employment agreements will be effective upon the consummation of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board Boards of Directors of each of Parent Purchaser, Purchaser Bank and the Company CMYF have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of Purchaser, Purchaser Bank and CMYF, as the case may be, and in the best interests of their respective companies and stockholders to consummate the strategic business combination transaction provided for herein, pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company (the “First-Step Merger”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporationstockholders. The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) for federal income tax purposes and that this Agreement is intended to be, be and is hereby adopted as, as a “plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and reorganization” within the meaning of Treasury regulation section 1.368-2(g)Sections 354 and 361 of the IRC. Parent Purchaser, Purchaser Bank and the Company CMYF each desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentPurchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain stockholders each executive officer and member of the Company have Board of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit A, pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company CMYF Common Stock in favor of this Agreement and the transactions contemplated herebyhereby (each, a “Voting Agreement”). Concurrently with the execution and delivery of this Agreement, as As a further condition and inducement to the CompanyPurchaser’s and Purchaser Bank’s willingness to enter into this Agreement, certain stockholders each executive officer and member of Parent have the Board of Directors of CMYF has entered into an agreement dated as of the date hereof in the form of Exhibit B, pursuant to which each such stockholder has agreedhe or she will agree to certain non-solicitation provisions (each, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the Firsta Non-Step MergerSolicitation Agreement”). In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent and the Company have NFB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies NFB and stockholders to consummate its stockholders, (ii) has determined that this Agreement and the strategic transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. The Board of Directors of JSB (i) has determined that this Agreement and the business combination transaction provided for hereinand related transactions contemplated hereby are in the best interests of JSB and in the best long-term interests of its stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its business strategy and (iii) has approved this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to NFB's willingness to enter into this Agreement, NFB and JSB have entered into a stock option agreement ("JSB Option Agreement"), pursuant to which JSB has granted to NFB an option to purchase shares of JSB's common stock, par value $.01 per share (i) Merger Sub will"JSB Common Stock"), subject to upon the terms and conditions set forth hereintherein contained. Following the consummation of the Merger (as defined below), merge Jamaica Savings Bank, a wholly owned subsidiary of JSB Financial, Inc. ("JSB Bank"), may be merged with and into the Company North Fork Bank, a wholly owned subsidiary of North Fork Bancorporation, Inc. (the “First-Step Merger”"NFB Bank"), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent NFB Bank being the surviving corporationentity ("Bank Merger"). The parties hereto intend that the Integrated Mergers Merger and the Bank Merger, if effected, each shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) "Code"), for federal income tax purposes, and that this Agreement is intended to be, the Merger shall be accounted for as a pooling-of- interests for financial accounting purposes. NFB and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each JSB desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent NVSL and the Company SSE have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies corporations and stockholders stockholders. In connection with the Merger, it is intended that NVSL MHC (as hereinafter defined) will reorganize and convert from the mutual holding company form of organization to consummate the strategic business combination transaction provided for herein, stock holding company form of organization pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company certain transactions (the “First-Step MergerConversion”), so that the Company is the surviving corporation in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, as the surviving corporation result of which, inter alia, NVSL Bank will become a wholly owned subsidiary of Newco, and that in the First-Step Mergerconnection with such Conversion, Newco will merge conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, and exchange of its common stock for shares of NVSL common stock held by persons other than NVSL MHC, all pursuant to a plan of conversion and subject to regulatory review and amendment in connection with such review as provided therein (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated MergersPlan of Conversion”) with and into Parent, with Parent being the surviving corporation). The parties hereto intend that the Integrated Mergers Merger (as defined herein) shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, IRC (as amended (the “IRC”defined herein) and that this Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g)federal income tax purposes. Parent and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to ParentNVSL’s willingness to enter into this Agreement, certain stockholders each of the Company members of the Board of Directors of SSE have entered into an agreement dated as of the date hereof, in the form of Exhibit A hereto, pursuant to which each such stockholder has agreed, among other things, to he (or she) will vote his, her his (or its her) shares of Company SSE Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as As a further condition and inducement to the CompanyNVSL’s willingness to enter into this Agreement, certain stockholders of Parent have NVSL Bank (as defined herein) has entered into an employment agreement pursuant to with M▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Senior Vice President of SSE Bank (as defined herein), in the form of Exhibit B hereto, and an employment agreement with S▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President and Chief Credit Officer of SSE Bank, in the form of Exhibit C hereto, which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor employment agreements will be effective upon the consummation of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The respective Boards of Directors of Newco, MHC, Bradford and Bradford Bank (collectively, the “Bradford Parties”) and the Board of Directors of Patapsco have each of Parent and the Company have determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of their respective companies corporations and stockholders or members, as the case may be. In connection with the Merger, it is intended that MHC will convert from the mutual form of organization to consummate the strategic business combination transaction provided for herein, capital stock form of organization pursuant to which (i) Merger Sub will, subject to the terms and conditions set forth herein, merge with and into the Company certain transactions (the “First-Step MergerConversion”)) as the result of which, so inter alia, Bradford Bank will become a wholly owned subsidiary of Newco, and that the Company is the surviving corporation in connection with such Conversion, Newco will conduct a subscription offering of its common stock, and if necessary a community and/or syndicated community offering, all pursuant to a plan of conversion, substantially in the First-Step Merger form attached at Exhibit A hereto and a wholly-owned Subsidiary of Parent subject to regulatory review and (ii) immediately thereafter, the Company, amendment in connection with such review as the surviving corporation in the First-Step Merger, will merge provided therein (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated MergersPlan of Conversion”) with and into Parent, with Parent being the surviving corporation). The parties hereto intend that the Integrated Mergers Merger as defined herein shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) and that this Agreement is intended to be, and is adopted as, a plan of reorganization IRC for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g)federal income tax purposes. Parent and the Company each The parties hereto desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as As a condition and inducement to Parent’s the Bradford Parties’ willingness to enter into this Agreement, certain stockholders each of the Company have members of the Board of Directors of Patapsco has entered into an agreement dated as of the date hereof in the form of Exhibit B pursuant to which each such stockholder has agreed, among other things, to he or she will vote his, his or her or its shares of Company Patapsco Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:

INTRODUCTORY STATEMENT. The Board of Directors of each of Parent RCFC and the Company have Ironbound (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are advisable and that it is in the best interests of RCFC and Ironbound, respectively, and in the best long-term interests of their respective companies stockholders, (ii) has determined that this Agreement and stockholders the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to consummate RCFC's willingness to enter into this Agreement, RCFC and Ironbound have entered into a stock option agreement (the strategic business combination transaction provided for herein"Option Agreement"), pursuant to which Ironbound has granted to RCFC an option to purchase shares of Ironbound's common stock, par value $5.00 per share (i) Merger Sub will"Ironbound Common Stock"), subject to upon the terms and conditions set forth hereintherein contained; and certain officers and directors of Ironbound will each, merge with and into within fourteen days of the Company (the “First-Step Merger”)date of this Agreement, so that the Company is the surviving corporation execute in favor of RCFC a Letter Agreement in the First-Step Merger and a wholly-owned Subsidiary of Parent and (ii) immediately thereafter, the Company, form annexed as the surviving corporation in the First-Step Merger, will merge (the “Second-Step Merger” and, together with the First-Step Merger, the “Integrated Mergers”) with and into Parent, with Parent being the surviving corporation. Exhibit A. The parties hereto intend that the Integrated Mergers Merger shall together be treated qualify as a single integrated transaction that qualifies as a “reorganization” reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “IRC”) "Code"), for federal income tax purposes, and that this Agreement is intended to be, the Merger shall be accounted for as a pooling-of-interests for accounting purposes. RCFC and is adopted as, a plan of reorganization for purposes of Sections 354, 361 and 368 of the IRC and within the meaning of Treasury regulation section 1.368-2(g). Parent and the Company each Ironbound desire to make certain representations, warranties and agreements in connection with the business combination and related transactions provided for herein and to prescribe various conditions to such transactions. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to Parent’s willingness to enter into this Agreement, certain stockholders of the Company have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his, her or its shares of Company Common Stock in favor of this Agreement and the transactions contemplated hereby. Concurrently with the execution and delivery of this Agreement, as a condition and inducement to the Company’s willingness to enter into this Agreement, certain stockholders of Parent have entered into an agreement pursuant to which each such stockholder has agreed, among other things, to vote his or her shares of Parent Common Stock in favor of the issuance of shares of Parent Common Stock in connection with the First-Step Merger. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows: