Common use of The Offering Clause in Contracts

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4____________, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 and Reorganization of CF from a Mutual Bank to a Mutual Holding CompanyCompany and Stock Issuance Plan, dated July 17, 2019 as amended (the “Plan”), CBI is offering shares adopted by the Board of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion Directors of the MHC from Bank, intends to reorganize into the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used in this Agency Agreement (this “AgreementReorganization”) and not defined in this Agreement shall have the meanings set forth in the Plan. The Conversion is being conducted in accordance compliance with the laws of the United States and the applicable regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion RegulationsFRB”). In connection with Pursuant to the ConversionPlan, CBI the Holding Company will first offer for sale and sell up to 7,224,663 shares (subject to increase up to 8,308,362 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), ) in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June 30October 31, 2018 2015 (“Eligible Account Holders”); , (ii2) second, the Bank’s tax-qualified employee plans of the Bankbenefit plans, including the employee stock ownership plan and established by the Cincinnati Federal 401(k) Plan Bank (the “401(k) PlanESOP”); , (iii3) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30, 2019 2017 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Other Members of the Bank at as defined in the close of business on November 4, 2019, and each borrower Plan. Subject to the prior subscription rights of the Bank at above-listed parties, the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in the Subscription Offering 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 and trusts of natural persons) persons residing in ButlerNew York Counties of Bronx, ClermontNew York, Queens and Kings and the New Jersey County of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close thereafter to cover orders of business on November 4, 2019; and (iii) other members of the general public. 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI 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 Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. If In addition, as described herein, the number of Shares offered is increased or decreased Holding 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 ▇▇▇▇▇ De ▇▇▇▇ Foundation (the “Foundation”) (such shares hereinafter being referred to as the “Foundation Shares”) equal to 3.3% 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 $200,000. The Holding Company currently plans to sell up to approximately 45.0% of its to be issued shares of Common Stock 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 approximately 51.7% of the Holding Company’s outstanding shares of Common Stock upon completion of the Reorganization. As a federally chartered mutual savings and loan association, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $200,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name “▇▇▇▇▇ Bank” (the “Stock Bank”), and the Holding 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 $200,000, 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 Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-217275) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Foundation 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 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 SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus is used by the Holding Company in connection with the Offering or the Syndicated Community Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC 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 revised prospectus from and after the time said prospectus is provided to the Agent for such greater or lesser numberuse. In connection with the Reorganization, the Bank filed with the (i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”), and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s Proxy Statement for a Special Meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Members’ Proxy Statement”), the Reorganization Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Holding Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Reorganization Applications”.

The Offering. In The Bank, in accordance with that certain Plan its plan of Conversion and Reorganization reorganization adopted by its Board of CF Mutual Holding Company, dated July 17, 2019 Directors (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC 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 stock holding company form of organization Company (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 Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations collectively, these transactions are referred to herein as the “Conversion RegulationsReorganization”). In connection with The Reorganization will be accomplished pursuant to federal law and the Conversionrules and regulations of the Office of Thrift Supervision (the “OTS”), CBI except as such rules and regulations are waived by the OTS. Pursuant to the Plan, the Company will first offer for sale 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”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June September 30, 2018 2005 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and established by either the Cincinnati Federal 401(k) Plan Bank or the Company (the “401(k) PlanESOP”); , (iii3) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30December 31, 2019 2006 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Depositors of the Bank at the close as of business on November 4, 20192007, who are not eligible or supplemental eligible account holders, and each borrower borrowers of the Bank at the close who had loans outstanding on September 19, 1989 that continue to be outstanding as of business on January 21, 2015, and borrower of 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 2007 (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the 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) in ButlerClinton, ClermontMadison and St. Clair Counties, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) Illinois. Subscribers’ checks will be transmitted to the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering is subject to the maximum 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. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 45% of the Company’s total outstanding Common Shares. The Company has filed with the Securities 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 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 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 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 Bank, in accordance with that certain the Plan of Conversion Reorganization and Reorganization Stock Issuance adopted by its Board of CF Mutual Holding Company, dated July 17, 2019 Directors (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC 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 stock holding company form of organization Company (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 Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and the regulations collectively, these transactions are referred to herein as the “Conversion RegulationsReorganization”). In connection with The Reorganization will be accomplished pursuant to federal law and the Conversionrules and regulations of the Office of Thrift Supervision (the “OTS”), CBI except as such rules and regulations are waived by the OTS. Pursuant to the Plan, the Company will first offer for sale and sell up to 465,750 shares (subject to increase up to 535,613) of its common stock, $0.01 .01 par value per share (the “Common StockShares” or the “Common Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June September 30, 2018 2005 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and established by either the Cincinnati Federal 401(k) Plan Bank or the Company (the “401(k) PlanESOP”); , (iii3) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30December 31, 2019 2006 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Depositors of the Bank at the close as of business on November 4January 31, 20192007, who are not eligible or supplemental eligible account holders, and each borrower borrowers of the Bank at the close who had loans outstanding on September 19, 1989 that continue to be outstanding as of business on January 2131, 2015, and borrower of 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 2007 (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the 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) in ButlerClinton, ClermontMadison and St. Clair Counties, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) Illinois. Subscribers’ checks will be transmitted to the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering is subject to the maximum 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. The Common Shares offered for sale in the Offering will represent a minority ownership interest of 45% of the Company’s total outstanding Common Shares. The Company has filed with the Securities 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 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 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 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 Company and the Bank have filed with the OTS a Form MHC-1 Notice of Mutual Holding Company Reorganization and Form MHC-2 Application for Approval of a Minority Stock Issuance by a Savings Association 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 have 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 and the MHC have filed with the OTS its application on Form H-(e)l-S (the “Holding Company Application”) to become a 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 accordance with that certain On June 13, 2012, the Board of Directors of the Bank adopted a Plan of Conversion and Reorganization of CF Mutual Holding CompanyConversion, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, which provides for sale at $10.00 per share (the “Purchase Price”i) in connection with the conversion of the MHC Bank from the mutual holding company form of organization 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 Board of Governors Office of the Federal Reserve System Comptroller of the Currency (the “Federal ReserveOCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). In connection with Upon completion of the Conversion, CBI the Bank will first offer for sale be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 3,220,000 shares (subject to increase to up to 3,703,000 shares) (the “Shares”) of its common stock, par value $0.01 par value per share (the “Common Stock” or the “Shares”), in (i) a subscription offering (the “Subscription Offering”) toand, if necessary, (ii) a direct community offering (the “Community Offering”) and/or (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 2,380,000 and 3,220,000 Shares (subject to increase to up to 3,703,000 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) first, the Bank’s depositors with aggregate account balances of at least $50.00 as of the Bank close of business on March 31, 2011 (the “Eligible Account Holders”); (ii) the Bank’s tax qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan 2012 (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor to depositors of the Bank at as of August 2, 2012 (the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in The Holding Company may offer Shares, if any, remaining after the Subscription Offering may be offered for sale in the Community Offering on a priority basis to the general public in a community offering (the “Community Offering”)natural persons, with a preference given to: (i) natural persons (including trusts of natural persons) , residing in Butler, Clermont, Baltimore City or the Maryland Counties of ▇▇▇▇ Arundel, Baltimore, Carroll, Harford, ▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, Queen Anne’s and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of then to the general public. In the event the Community Offering is held, it may be held at any time during or immediately 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 be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement (“Assisting Brokers”) which are members of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) managed by the Agent as the sole book running manager. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-182151) in order to register the Shares under the Securities Act of 1933, as described in subsection 4(a)(iii) below. Pursuant amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the Plandate hereof (the “Registration Statement”). The prospectus, CBI as amended, included in the Registration Statement at the time it initially became effective is offering hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, (i) the Bank has filed with the OCC an Application for sale Conversion (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required in accordance with the Conversion Regulations and the Home Owners’ Loan Act, as amended (“HOLA”) and (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) an application on Form H-(e)1-S to become a minimum holding company for the Bank (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of 1,062,394 Shares and a maximum this Agreement, the Holding Company is delivering to the Agent copies of 1,437,356 Shares (subject the Prospectus dated August 13, 2012 to an increase up to 1,652,960 Shares) be used in the Subscription Offering, Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 and Reorganization of CF from a Mutual Savings Association to a Mutual Holding Company, dated July 17, 2019 Company and Stock Issuance Plan (the “"Plan”), CBI is offering shares ") adopted by the Board of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion Directors of the MHC from Bank, intends to reorganize into the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized terms used "Reorganization") 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 compliance with the laws of regulations (the United States and the applicable regulations "MHC Regulations") of the Board of Governors of the Federal Reserve System (the “Federal Reserve”"FRB"). Pursuant to the Plan, the Holding Company will offer and sell up to 793,500 shares (subject to increase up to 912,525 shares) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, CBI will first offer for sale shares "Shares") of its common stock, $0.01 par value per share (the “"Common Stock” or the “Shares”), ") in a subscription offering (the “"Subscription Offering”") to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June 30March 31, 2018 2016 (“"Eligible Account Holders”"); , (ii2) second, the Bank's tax-qualified employee plans of the Bankbenefit plans, including the employee stock ownership plan and established by the Cincinnati Federal 401(k) Plan Bank (the “401(k"ESOP"), (3) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September June 30, 2019 2017 (“"Supplemental Eligible Account Holders”"); , and (iv4) fourth, each depositor Other Members of the Bank at as defined in the close of business on November 4, 2019, and each borrower Plan. Subject to the prior subscription rights of the Bank at above-listed parties, the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in the Subscription Offering 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 and trusts of natural persons) persons residing in ButlerCayuga, ClermontCortland, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in OhioMadison, Dearborn County in IndianaOneida, and ▇▇▇▇▇Onondaga Counties, ▇▇▇▇▇▇▇▇ New York, and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close thereafter to cover orders of business on November 4, 2019; and (iii) other members of the general public. 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, andCommunity Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of 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, if necessaryin whole or in part, any orders received in the Community Offering and/or the or Syndicated Community Offering (collectively, the “Offering”). In addition The Holding Company currently plans to the Shares being offered for sale pursuant sell up to the Plan, the approximately 46.0% of its to be issued 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased Common Stock in accordance with the Plan. As a result of the sale of the Shares under the Plan, the MHC will own approximately 54.0% of the Holding Company's outstanding shares of Common Stock upon completion of the Reorganization. As a mutual savings and loan association, the Bank has no stockholders and is controlled 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, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Holding Company, operating under the name "Seneca Savings" (the "Stock Bank"), and the Holding 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, 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 Holding Company has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-1 (File No. 333-218749) (the "Registration Statement"), containing a prospectus relating to the 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 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 SEC at the time the Registration Statement initially became effective is hereinafter called the "Prospectus," except that if any revised prospectus is used by the Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Holding Company pursuant to Rule 424(b) or (c) of the rules and regulations of the SEC 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 “Shares” "Prospectus" shall mean refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such greater or lesser numberuse. In connection with the Reorganization, the Bank filed with the (i) FRB a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the "Form MHC-1") and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the "Form MHC-2"), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the "MHC Notice"); (ii) Office of the Comptroller of the Currency (the "OCC") pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the "OCC Applications"), and (iii) Federal Deposit Insurance Corporation (the "FDIC") pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the "FDIC Application") and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank's Proxy Statement for a Special Meeting of its Members relating to the Reorganization (the "Members' Proxy Statement"), the Reorganization Valuation Appraisal Report (the "Appraisal") prepared by RP Financial, LC., and the Prospectus. In addition, the Holding Company has filed with the FRB an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners' Loan Act, as amended ("HOLA"), and the regulations promulgated thereunder (the "Control Act Regulations") for the Holding Company to become a savings and loan holding company with respect to the Bank (the "Holding Company Application"). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the "Reorganization Applications".

The Offering. In The MHC, in accordance with that certain Plan the plan of Conversion and Reorganization conversion as adopted by the Boards of CF Mutual Holding CompanyDirectors or Board of Trustees, dated July 17as applicable, 2019 of each of the ▇▇▇▇▇▇▇▇ Parties (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC intends to convert from the current mutual holding company form of organization to the a 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 Pursuant to the Plan. The Conversion is being conducted in accordance with , the laws of the United States Holding Company will offer and the applicable regulations of the Board of Governors of the Federal Reserve System sell up to 4,945,000 shares (the “Federal Reserve”subject to increase up to 5,686,750 shares) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), ) in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June 30December 31, 2018 2014 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on September June 30, 2019 2015 (“Supplemental Eligible Account Holders”); , (3) the Bank’s tax-qualified employee benefit plans, including its employee stock ownership plan (the “ESOP”), and (iv4) fourthemployees, each depositor officers, directors trustees and corporators of the Bank at and the close of business on November 4, 2019, and each borrower MHC who do not have a higher priority to purchase stock. Subject to the prior subscription rights of the Bank at above-listed parties, the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in the Subscription Offering Holding Company may be offered offer for sale to the general public in a direct 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 and trusts of natural persons) persons residing in Butlerthe Massachusetts municipalities of Abington, ClermontAttleboro, Avon, Braintree, Brockton, Canton, Easton, Foxboro, Holbrook, Mansfield, ▇▇▇▇▇▇▇▇ and , North Attleboro, Norton, Plainville, Quincy, ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ , Stoughton and ▇▇▇▇▇▇ counties in Kentucky; (ii) Weymouth and the Company’s public stockholders at the close Rhode Island municipalities of business on November 4Central Falls, 2019; Cranston, Cumberland, East Greenwich, East Providence, Jamestown, Johnston, Lincoln, Middletown, Newport, North Kingstown, North Providence, North Smithfield, Pawtucket, Portsmouth, Providence, Smithfield, Warwick, West Warwick and (iii) Woonsocket, and thereafter 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 syndicate of broker-dealers agreement organized by the Agent (the “Syndicated Community Offering”) as described in subsection 4(a)(iiior on a firm commitment basis through an underwritten public offering (the “Public Offering”) below. Pursuant to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the and any Syndicated Community Offering (collectively, or Public Offering are collectively referred to as the “Offering”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI 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, Syndicated Community Offering or Public Offering. In addition, as described herein, the Holding Company expects to contribute 3.2% of its outstanding shares of Common Stock after the Offering to the ▇▇▇▇▇▇▇▇ Savings Bank Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-209935) (the “Registration Statement”), containing a prospectus relating to the Subscription and Community Offering, for the registration of the Shares and the Foundation 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 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 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, as amended, of the aggregate pro forma value of the Holding Company (the “Appraisal”), and the Prospectus. 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 (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 Bank, in accordance with that certain the SSB Bank Plan of Conversion and Reorganization of CF Mutual Holding CompanyCompany Reorganization and Minority Stock Issuance, dated July 17as of August 23, 2019 2017 (the “Plan”), CBI is offering shares intends to convert from mutual to stock form and to reorganize into a mutual holding company structure as a wholly owned subsidiary of common stockthe Company, $0.01 par value per share, for sale at $10.00 per share which in turn will be a majority-owned subsidiary of the MHC (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company to the stock holding company form of organization (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 is being conducted in accordance with the laws of the United States and the applicable regulations of 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 ConversionReorganization, CBI the Company will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 2016 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k(3) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 2017 (“Supplemental Eligible Account Holders”); and . The Company may offer Shares (iv) fourthas hereinafter defined), each depositor of the Bank at the close of business on November 4if any, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in 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 ButlerAllegheny County, ClermontPennsylvania. In the event a Community Offering is held, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) it may be held at any time during or promptly after the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI the Company is offering for sale a minimum of 1,062,394 Shares 650,250 shares and a maximum of 1,437,356 Shares 879,750 shares (subject to an increase up to 1,652,960 1,011,712 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”). In addition to Upon completion of the Shares being offered for sale Offering, pursuant to the Plan, up to 45% of the outstanding shares of Common Stock of the Company will be publicly held and 100% of the outstanding common stock of the Company currently owned Bank will be held 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 . 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered 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 and Reorganization of CF Mutual Holding Companydated August 25, dated July 17, 2019 2016 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion intends to convert from mutual to stock form and to reorganize into a holding company structure as a wholly owned subsidiary of the MHC from the mutual holding company to the stock holding company form of organization Company (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 Board of Governors Office of the Federal Reserve System Comptroller of the Currency (the “Federal ReserveOCC”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection with the Conversion, CBI the Company will first offer for sale shares of its common stock, $0.01 par value per share (the ( “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30January 1, 2018 2015 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k(3) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 ______________ (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor other eligible depositors of the Bank at as of the close of business on November 4, 2019, _______________ and each borrower eligible borrowers of the Bank at as of May 26, 2004 who maintain such borrowings as of the close of business on January 21, 2015, and borrower of 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”). The Company may offer Shares not purchased in (as 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 ButlerNoble, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, Monroe 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 Company, in accordance with that certain the Agreement and Plan of Conversion and Reorganization Merger dated as of CF Mutual Holding CompanySeptember 9, dated July 17, 2019 2014 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase PriceMerger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with the Commonwealth’s conversion of the MHC from the mutual holding company form of organization 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 immediately thereafter to cause Commonwealth to merge with and into the meanings set forth in the Plan. The Conversion is being conducted in accordance Bank, with the laws of Bank as the United States and the applicable regulations of the Board of Governors of the Federal Reserve System resulting institution (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection Merger” and, together with the Conversion, CBI the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank (the “Plan”), the Company will first offer for sale and sell up to 144,540 shares (subject to increase up to 166,221 shares) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank Commonwealth with $50.00 or more on deposit as of the close of business on June 30July 31, 2018 2013 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on September 30December 31, 2019 2014 (“Supplemental Eligible Account Holders”); , and (iv3) fourth, each depositor other eligible depositors and eligible borrowers of the Bank at Commonwealth as of the close of business on November 4March 17, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 2015 (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the 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 of natural persons) residing in Butler, Clermont, M▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in OhioCounty, Dearborn County in IndianaKentucky, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) next to stockholders of the Company’s public stockholders at Company as of the close of business on November 4February 28, 2019; 2015, and (iii) thereafter 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 may, upon 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at is subject to the Purchase Price. If maximum and minimum purchase limitations as described in the number of Shares offered is increased Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater Community Offering or lesser number, as applicableSyndicated Community Offering.

The Offering. In The Company, in accordance with that certain the Amended and Restated Agreement and Plan of Merger Conversion and Reorganization dated as of CF Mutual Holding CompanyDecember 15, dated July 17, 2019 2022 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase PriceMerger Agreement”) by and among the Company, the Bank and Elberton, intends to acquire Elberton in connection with the Elberton’s conversion of the MHC from the mutual holding company form of organization 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 immediately thereafter to cause Elberton to merge with and into the meanings set forth in the Plan. The Conversion is being conducted in accordance Bank, with the laws of Bank as the United States and the applicable regulations of the Board of Governors of the Federal Reserve System resulting institution (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection Merger” and, together with the Conversion, CBI the “Merger Conversion”). Pursuant to the Plan of Merger Conversion of Elberton Bank with Oconee State Bank, adopted by the Board of Directors of each of Elberton and the Bank (the “Plan,” and together with the Merger Agreement, the “Agreement and Plan”), the Company will first offer for sale and sell up to 149,066 shares of its common stock, $0.01 2.00 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank Elberton with $50.00 or more on deposit as of the close of business on June 30March 31, 2018 2020 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank Elberton (other than officers or directors of Elberton) with $50.00 or more on deposit as of the close of business on September 30the Supplemental Eligibility Record Date, 2019 as defined in the Plan (“Supplemental Eligible Account Holders”); , and (iv3) fourth, each depositor any other person who is a member of Elberton in accordance with Elberton’s Bylaws and OCC regulations as of the Bank at Voting Record Date, as defined in the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 Plan (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and, together with 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 Offering Circular (as hereinafter defined) is delivered, with a preference given to: (i) first to natural persons (including trusts of natural persons) residing in ButlerElberton, ClermontGeorgia or Elbert County, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in OhioGeorgia, Dearborn County in Indiananext to stockholders of record of the Company as of the last day of the month immediately preceding the qualification of the Offering Statement, as defined below, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close thereafter to cover orders of business on November 4, 2019; and (iii) 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 and Community Offering Offering, if any, may be offered to certain members of the general public by Performance Trust on a best best-efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares ” and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in together with the Subscription Offering, and, if necessary, in the and Community Offering and/or the and Syndicated Community Offering (collectivelyOffering, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares The purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at is subject to the Purchase Price. If maximum and minimum purchase limitations as described in the number of Shares offered is increased Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater or lesser number, as applicableCommunity Offering.

The Offering. In accordance with that certain Pursuant to the Plan of Conversion Reorganization from a Mutual Savings and Reorganization of CF Loan Association to a Mutual Holding CompanyCompany and Stock Issuance Plan adopted by the Board of Directors of the Association on August 19, dated July 172010 and amended and restated on October 27, 2019 2010 (the “Plan”), CBI the Company is offering by way of non-transferrable subscription rights up to 1,821,600 shares (subject to an increase of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”up to 2,094,480 shares) in connection with the conversion of 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 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, CBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering Stock (the “Subscription Offering”) to: (i1) first, depositors of the Bank Association with $50.00 or more on deposit Qualifying Deposits, as defined in the Plan, as of the close of business on June 30, 2018 2009 (“Eligible Account Holders”); (ii2) second, taxTax-qualified employee plans Qualified Employee Plans of the Bank, including Association (as defined in the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii3) third, depositors of the Bank Association with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30, 2019 2010 (“Supplemental Eligible Account Holders”); and (iv4) fourthOther Members, each depositor of as defined in the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 Plan (“Other Members”). Shares not purchased in Subject to the Subscription Offering may be offered prior subscription rights of the above-listed parties, the Company is offering for sale to the general public in a direct community offering (the “Direct Community Offering,” and when referred to together with the Subscription Offering, the “Subscription and Direct Community Offering”), which may be commenced concurrently with, during, or after the Subscription 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) to natural persons (including trusts of natural persons) residing in ButlerOconee and Pickens Counties, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of the general publicSouth Carolina. 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 Direct Community Offering may will 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” and, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in together with the Subscription Offering and the Direct Community Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition It is acknowledged that the purchase of Shares in the Offering is subject to the Shares being offered for sale pursuant minimum and maximum purchase limitations as described in the Plan and that the Company may reject, in whole or in part, any orders received in the Direct Community Offering or Syndicated Community Offering. Pursuant to the Plan, the Company is offering a minimum of 1,346,400 shares and a maximum of common stock 1,821,600 shares (subject to an increase 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 2,094,840 shares) of Shares sold pursuant to the Offering Common Stock (the “Exchange Shares”). Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares ) in the Offering at the Purchase Pricefor a purchase price of $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable. The Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-169410) (the “Registration Statement”) containing a prospectus relating to the Offering for the registration of the Shares and the Foundation Shares under the Securities Act of 1933, as applicableamended (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 SEC 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 SEC under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus on file at the time the Registration Statement initially becomes effective, the 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 SEC. The Plan provides for the Association to reorganize from a federally chartered mutual savings and loan association to a federally chartered stock savings association in federal mutual holding company form of ownership and issue all of its stock to the Company and for the Company to issue a majority of its outstanding Common Stock to the MHC (the “Reorganization”). The Plan also provides that the Company shall contribute not more than 2% of its to-be outstanding shares of Common Stock (the “Foundation Shares”) to a charitable foundation to be established by the Association (the “Charitable Foundation”). Upon the completion of the Reorganization and the Offering, the purchasers of Shares in the Offering will own 33% of the outstanding Common Stock, the Charitable Foundation will own 1.98% of the outstanding Common Stock and the MHC will own 65.02% of the outstanding Common Stock. 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 may be waived by the OTS. In accordance with Title 12, Parts 563b and 575 of the Code of Federal Regulations (the “Reorganization Regulations”), the following applications have been filed with the OTS: (i) Holding Company Application on Form H-(e)1-S (the “Holding Company Application”); (ii) a Form MHC-1 Notice of Mutual Holding Company Reorganization (the “Form MHC-1 Notice”); and (iii) a Form MHC-2 Application for Approval of a Minority Stock Issuance (the “Form MHC-2 Application”). All amendments to the foregoing required to the date hereof have also been filed. The Holding Company Application, the Form MHC-1 Notice and the Form MHC-2 Application are referred to herein collectively as the “Reorganization Applications.”

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyThe Seneca Falls Savings Bank, MHC, dated July 17A▇▇▇▇▇ ▇▇, 2019 ▇▇▇▇ (the ▇▇▇ “Plan▇▇▇▇”), CBI ▇▇▇ is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI GBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on June 30July 31, 2018 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the employee stock ownership plan and the Cincinnati Federal Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 2020 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 42, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 2020 (“Other Members”). 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) in ButlerCayuga, ClermontSeneca, ▇▇▇▇▇▇▇▇ Ontario and ▇▇▇▇▇▇ Orleans counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in KentuckyNew York; (ii) the Company’s public stockholders at the close of business on November 42, 20192020; and (iii) 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, CBI GBI is offering for sale a minimum of 1,062,394 1,277,125 Shares and a maximum of 1,437,356 1,727,875 Shares (subject to an increase up to 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 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 CBI GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI Based on the exchange ratio, GBI expects to issue up to 1,150,144 between 847,875 Shares and 1,147,125 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, CBI GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBIGBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. CBI GBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 CF Mutual Holding Company, dated July 17, 2019 Directors (the “"Plan”"), CBI 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, for sale at $10.00 per share pursuant to which the MHC will cease to exist (the “Purchase Price”) in connection with the conversion of 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 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 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, CBI will first offer for sale the Company is offering up to 15,208,750 shares of its common stock, $0.01 par value per share stock (the “Common "Conversion Stock” or ") in a subscription and community offering (the “Shares”"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 the Bank with account balances of $50.00 or more on deposit as of the close of business on June 30July 31, 2018 1996 (“"Eligible Account Holders”"); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”)'s ESOP; (iii) third, depositors of the Bank with account balances of $50.00 or more on deposit as of the close of business on September 30, 2019 1997 (“"Supplemental Eligible Account Holders”"); and (iv) fourth, each depositor depositors of the Bank at as of the close of business on November 4______________, 2019, 1997 (other than Eligible Account Holders and each borrower Supplemental Eligible Account Holders) and certain borrowers ("Other Members") and (v) stockholders of the Bank at Company, other than the close of business on January 21, 2015, and borrower of 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 Mutual Holding Company (“Other Members”"Public Stockholders"). Shares Subscription rights will expire if not purchased in the Subscription Offering may be offered for sale exercised by Noon, Florida time, on December __, 1997, unless extended. 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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. 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased 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 Fullerton, in accordance with that certain its Plan of Conversion Merger, as amended, adopted by its Board of Directors and Reorganization the Board of CF Mutual Holding Company, dated July 17, 2019 Directors of the Bank (the “Plan”), CBI is offering shares and the Agreement and Plan of common stockConversion Merger entered into as of May 11, $0.01 par value per share2011, for sale at $10.00 per share by and between Fullerton, the Bank and the Holding Company, as amended on June 1 and June 2, 2011 by Fullerton and the Bank, respectively (the “Purchase PriceAgreement and Plan of Conversion Merger”) in connection with the conversion of the MHC ), intends to convert from the a federally-chartered mutual holding company savings association to the a federal stock holding company form of organization savings association (the “Conversion”). All capitalized terms used , and issue all of its issued and outstanding capital stock to the Holding Company, which will purchase such shares in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have exchange for the meanings consideration set forth in the PlanAgreement and Plan of Conversion Merger. Immediately thereafter, Fullerton will merge with and into the Bank (the “Merger,” and when referred to together with the Conversion, the “Conversion Merger”). The Conversion is being conducted in accordance with the laws of the United States Merger will be accomplished pursuant to federal law and the applicable rules and regulations of the Board of Governors Office of the Federal Reserve System Comptroller of the Currency (the “Federal ReserveOCC”) (such laws and the regulations are referred to herein as collectively, the “Conversion Regulations”). In connection with References to the ConversionOCC shall include, CBI as applicable, the Office of Thrift Supervision, as its predecessor agency. Pursuant to the Plan and the Agreement and Plan of Conversion Merger, the Holding Company will first offer for sale and sell up to 48,936 shares (subject to increase up to 56,276 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), ) in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of Fullerton with Qualifying Deposits (as defined in the Bank with $50.00 or more on deposit Plan) as of the close of business on June 30December 31, 2018 2009 (“Eligible Account Holders”); ) (ii2) second, tax-qualified employee plans of the Bank, including the ’s tax qualified employee stock ownership plan and the Cincinnati Federal 401(kplan, (3) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank Fullerton with $50.00 or more on deposit Qualifying Deposits as of the close of business on September June 30, 2019 2011 (“Supplemental Eligible Account Holders”); , and (iv4) fourthother depositor members of Fullerton as of August 3, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 2011 (“Other Members”). 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 the Subscription Offering, the “Subscription and Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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 to whom a best efforts basis through copy of the Prospectus (as hereinafter defined) is delivered with a selected dealers agreement preference given first to natural persons who are residents of Baltimore City or Baltimore County, Maryland followed by the trustees of the Holding Company 2010 Recognition and Retention Plan and Trust Agreement. In the event the Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. The Subscription Offering and Community Offering are collectively referred to as the “Offering.” The Holding Company will issue the Shares at a purchase price of $14.10 per share (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “OfferingPurchase Price”). 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as applicabledescribed in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any subscription received in the Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333-174813) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it 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 the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion Merger, (i) Fullerton has filed with the OCC an Application for Conversion on Form AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OCC in accordance with the Conversion Regulations, (ii) the Holding Company has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an application on Form H-(e)3 (together with any other required ancillary applications and/or notices, the “Holding Company Application”) and amendments thereto as required by the FRB in accordance with the Conversion Regulations, and (iii) the Bank has filed with the OCC an Interagency Bank Merger Application (together with any other required ancillary applications and/or notices, the “Merger Application”). Collectively, the Conversion Application, the Holding Company Application and the Merger Application may also be referred to as the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated August 12, 2011 to be used in the Subscription Offering and Community Offering (if any).

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyThe MHC, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 its plan of the United States and the applicable regulations of the conversion adopted by its Board of Governors of the Federal Reserve System Directors (the “Federal Reserve”) "Plan"), intends to convert to an interim federal stock savings bank and simultaneously merge with and into the Bank, pursuant to which the MHC will cease to exist (such laws and the regulations are referred to herein as the “Conversion Regulations”"Conversion"). In connection with the Conversion, CBI the Company will first offer for sale form an interim savings bank subsidiary, which will then merge with and into the Bank, pursuant to which the Bank will become a wholly-owned subsidiary of the Holding Company. In connection therewith, each share of Bank Common Stock outstanding immediately prior to the effective time that is held by Public Stockholders shall be automatically converted, without further action by the holder thereof, into and become the right to receive shares of Company Common Stock based on the Exchange Ratio, plus cash in lieu of any fractional share interest. Pursuant to the Plan and in connection with the Conversion, the Company is offering up to 3,795,000 shares of its common stock, $0.01 par value per share stock (the “Common "Conversion Stock” or ") in a subscription and community offering (the “Shares”"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 the Bank with account balances of $50.00 or more on deposit as of the close of business on June 30December 31, 2018 1995 (“"Eligible Account Holders”"); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”)'s ESOP; (iii) third, depositors of the Bank with account balances of $50.00 or more on deposit as of the close of business on September 30, 2019 1997 (“"Supplemental Eligible Account Holders”"); and (iv) fourth, each depositor depositors of the Bank at as of the close of business on November 4______________, 2019, 1997 (other than Eligible Account Holders and each borrower Supplemental Eligible Account Holders) and borrowers of the Bank at as of the close of business on January 21, 2015, and borrower ________________ who continue to be borrowers as of 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 1997 (“"Other Members”") and (v) stockholders of the Bank, other than the Mutual Holding Company ("Public Stockholders"). Shares Subscription rights will expire if not purchased in the Subscription Offering may be offered for sale exercised by [ ], Missouri time, on ______________, 1997, unless extended. 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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 to certain members of the general public to whom a copy of the Prospectus is delivered, with preference given to natural persons residing in the Local Community. It is anticipated that shares not subscribed for in the Subscription and Community Offerings will be offered to certain members of the general public on in a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant The Primary Parties reserve the absolute right to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, and, if necessary, reject or accept any orders in the Community Offering and/or or the Syndicated Community Offering Offering, in whole or in part, either at the 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. 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased 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 Company has also filed an Application H-(e)1 with the OTS to become the saving and loan holding company of the Bank, which has been approved.

The Offering. In The Bank, in accordance with that certain Plan the plan of Conversion and Reorganization conversion adopted by the Board of CF Mutual Holding Company, dated July 17, 2019 Directors of the Bank (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC intends to convert from the mutual holding company form of organization 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 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, CBI the following will first occur: (1) the Bank will convert its charter to the federal stock savings bank charter, which authorizes the issuance of capital stock; (2) the Holding Company will purchase all of the capital stock issued by the Bank in connection with its conversion from the mutual to stock form, for at least 50% of the net proceeds of the offering (the “Offering”); and (3) the Holding Company will issue the common stock in the Offering as provided in the Plan. Pursuant to the Plan, the Holding Company will offer for sale and sell up to 3,392,500 shares (subject to increase up to 3,901,375 shares) of its common stock, $0.01 par value per share (the “Common StockShares” or the “Common Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June 30, 2018 2009 (“Eligible Account Holders”); , (ii2) second, the Bank’s tax-qualified employee plans of the Bankbenefit plans, including the employee stock ownership plan and established by the Cincinnati Federal 401(k) Plan Bank (the “ESOP”) and the 401(k) Plan”); , (iii3) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Other Members of the Bank at as defined in the close of business on November 4, 2019, and each borrower Plan. Subject to the prior subscription rights of the Bank at above-listed parties, the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in the Subscription Offering 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 trusts residing in the Michigan Counties of natural persons) in ButlerMidland, ClermontSaginaw, Bay, Clare, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇, Gratiot, Shiawassee, Genesee and ▇▇▇▇▇▇ counties Tuscola, and next to cover orders of other persons residing in Kentucky; (ii) the Company’s public stockholders at the close Community, and thereafter to cover orders of business on November 4, 2019; and (iii) other members of the general public. 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI 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 orders received in the Community Offering or Syndicated Community Offering. The Bank is a federal mutual savings bank that has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the legal existence of the Bank will not terminate but the Bank will be a continuation of the entity of the mutual Bank and all property of the mutual Bank, 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 and without the necessity of any conveyance or transfer and without any further act or deed will vest in the stock Bank. The Holding Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. ) (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 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 Bank pursuant to Rule 424(b) or (c) of Shares offered 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 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 563b of the Code of Federal Regulations (the “Conversion Regulations”), the Bank has filed with the Office of Thrift Supervision (the “OTS”) an Application For Conversion on Form AC (the “Form AC”), including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 13, 2010 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such greater or lesser numberamendments thereto as may have been required by the OTS. The Form AC has been approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Holding Company has filed with the OTS an Application H-(e)l-S (the “Holding Company Application”) to become a 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 accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyFirst Seacoast Bancorp, MHC, dated July 17August 11, 2019 2022 (the “Plan”), CBI FSBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI FSBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 2021 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan (the “ESOP”) and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 2022 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 43, 2019, 2022 and each borrower of the Bank at as of July 16, 2019, whose borrowings remained outstanding as of the close of business on January 21November 3, 2015, and borrower of 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 2022 (“Other Members”). 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) in Butler, Clermont, the New Hampshire counties of Rockingham and ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) second, the Company’s public stockholders at the close of business on November 43, 20192022; 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 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, CBI FSBI is offering for sale a minimum of 1,062,394 2,805,000 Shares and a maximum of 1,437,356 3,795,000 Shares (subject to an increase up to 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 FSBI 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 FSBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI Based on the exchange ratio, FSBI expects to issue up to 1,150,144 between 2,272,492 Shares and 3,074,548 shares of Common Stock in the exchangeexchange (the “Exchange Shares”), which may be increased to up to 1,322,665 Shares depending on the number of Shares sold pursuant to in the Offering (the “Exchange Shares”)Offering. Upon completion of the Conversion, CBI FSBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBIFSBI. CBI FSBI 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 On October 16, 2013, the Board of Directors of the Bank adopted a Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share () pursuant to which the “Purchase Price”) in connection with the conversion of the MHC Bank will convert from the a Pennsylvania-chartered mutual holding company savings bank to the a Pennsylvania-chartered stock holding company form of organization savings bank (the “Conversion”). All capitalized terms used ) in this Agency Agreement accordance with applicable federal law, Pennsylvania law and the applicable rules and regulations of the Federal Deposit Insurance Corporation (this the “AgreementFDIC”) 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 Pennsylvania Department of the United States Banking and the applicable regulations of the Board of Governors of the Federal Reserve System Securities (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion RegulationsDepartment of Banking”). The Board of Directors of the Bank approved and ratified the Plan, as amended and restated, on December 12, 2013. In connection with the Conversion, CBI the Company, a newly formed Pennsylvania corporation, will first offer for sale shares of its common the Company’s stock, par value $0.01 par value per share (the “Common Stock” or the “Shares”), ) in (i) a subscription offering (the “Subscription Offering”) to: (i) firstand, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30if necessary, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan a direct community offering (the “401(kCommunity Offering”) Plan”); and, if necessary (iii) thirda syndicated community offering (the “Syndicated Community Offering” and, depositors together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “HVB Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between 850,000 and 1,150,000 shares (subject to an increase up to 1,322,500 shares) of Common Stock will be granted (the “Subscription Rights”), in the following order of priority: (1) the Bank’s depositors with account balances of at least $50.00 or more on deposit as of the close of business on September 30, 2019 2012 (“Eligible Account Holders”); (2) the Bank’s tax-qualified employee benefit plans; (3) the Bank’s depositors with account balances of at least $50.00 as of the close of business on , 2014, other than Directors and Officers of the Bank and their Associates (“Supplemental Eligible Account Holders”); and (iv4) fourththe Bank’s members as of , each depositor of 2014 (the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 MembersMember Record Date”) who were not able to subscribe for Shares under categories (1) or (3). Shares The Company may offer shares of Common Stock for which subscriptions have not purchased been received in the Subscription Offering may be offered for sale to in the general public in a community offering (the “Community Offering”), with a preference given to: (i) first to natural persons (including trusts of natural persons) residing in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Bucks and ▇▇▇▇▇▇ counties in Kentucky; Philadelphia Counties, Pennsylvania, and (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the National Association of Securities Dealers, Inc. It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Offering, the Company will acquire The Victory Bancorp, Inc., a Pennsylvania corporation (“Victory Bancorp”), in a merger transaction (the “Syndicated Community OfferingMerger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as described of December 12, 2013. Victory Bancorp is the holding company for The Victory Bank, a Pennsylvania chartered commercial bank (“Victory Bank”). The Merger will be accomplished in subsection 4(a)(iii) below. accordance with the laws of the United States and the laws of the Commonwealth of Pennsylvania and the applicable regulations of the FDIC, the Department of Banking and the Board of Governors of the Federal Reserve System (the “FRB”), which laws and regulations are collectively referred to as the “Merger Regulations,” and together with the FDIC and Department of Banking regulations governing the Offering, the “Conversion Regulations.” Pursuant to the Planterms of the Merger Agreement, CBI upon consummation of the Merger, each outstanding share of Victory Bancorp common stock (the “Victory Common Stock”) will be converted into the right to receive 0.6794 shares of Company Common Stock, (the Company Common Stock to be issued in exchange for Victory Common Stock being referred to herein as the “Merger Shares”); provided, however, that in no event will the number of shares of Company Common Stock owned by Victory shareholders immediately after the effective date of the Merger, including shares purchased by Victory shareholders in the Offering, exceed 48.5% of the total shares of Company Common Stock outstanding after the effective date of the Merger. Immediately prior to the effective time of the Merger, each outstanding option to purchase Victory Common Stock will be canceled and each outstanding warrant to purchase Victory Common Stock will be exchanged for a cash payment from the Company equal to $0.54 per share of each warrant. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is offering for sale a minimum completed; however, the Offering will proceed whether or not the Merger occurs. The Conversion and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of 1,062,394 Shares both the Offering and a maximum of 1,437,356 Shares (the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering will be consummated, subject to receipt of necessary regulatory and member approvals. Victory Bancorp, Victory Bank and their subsidiaries are sometimes referred to as the “Victory Parties” herein. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it 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 regulations of the Commission under the Securities Act differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Victory Bancorp stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an increase up Application on Form FRY-3 (the “Holding Company Application”) for Election Under Section of the Bank Holding Company Act of 1956 (the “BHCA”) has been filed with the FRB; (ii) a notice of intent to 1,652,960 Sharesconvert to stock form (the “FDIC Conversion Notice”) has been filed with the FDIC; and (iii) an application to convert to stock form (the “Pennsylvania Conversion Application”) has been filed with the Department of Banking. The Holding Company Application, the FDIC Conversion Notice and the Pennsylvania Conversion Application are referred to herein as the “Conversion Applications.” The FDIC Conversion Notice and Pennsylvania Conversion Application include, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) a letter application (the “Pennsylvania Merger Application”) has been filed with the Department of Banking; (ii) an Interagency Bank Merger Act Application (the “FDIC BMA Application”) has been filed with the FDIC; and (iii) a Notice of Acquisition of Victory Bancorp and Victory Bank (the “FRB Merger Notice”) has been filed with the FRB. The Pennsylvania Merger Application, the FDIC BMA Application and the FRB Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Applications, the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus, dated , 2014 to be used in the Subscription Offering, Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Community Offering and/or the Syndicated Community Offering (collectivelyand/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the “Offering”). In addition to the Shares being offered for sale pursuant to the PlanCompany, Victory Bancorp, Victory Bank, the shares of common stock of the Company currently owned by the Company’s public stockholders (i.e.Common Stock, 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 (and the “Exchange Shares”). Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicableMerger.

The Offering. In Pursuant to an agreement between the Bank, TFS and the MHC, the Bank will be released from the mutual holding company structure and become a mutual savings association. Thereafter, the Bank, in accordance with that certain the Plan of Conversion and Reorganization of CF Mutual Holding Companyadopted December __, dated July 172004, 2019 as amended (the “"Plan”"), CBI is offering shares of common stockintends to convert from mutual to stock form. Also, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC from the mutual holding company pursuant to the stock Plan the Company will become the Bank's holding company form of organization (company. Collectively, these transactions are referred to as 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 Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve”"OTS") (such laws and the regulations of the OTS are referred to herein as the “"Conversion Regulations”"). In connection with the Conversion, CBI the Holding Company will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), stock in a subscription offering (the “"Subscription Offering”") to: on a priority basis to (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); Holders (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of at the close of business on September 30, 2019 2003 with deposits of at least $50.00); (“ii) the employee stock ownership plan of the Holding Company; (iii) Supplemental Eligible Account Holders”Holders (depositors at the close of business on December 31, 2004 with deposits of at least $50.00); and (iv) fourth, each depositor of the Bank Other Members (depositors at the close of business on November 4_______, 20192005). Concurrently with, at any time during, or promptly after the Subscription Offering, and each borrower of the Bank at the close of business on January 21a lowest priority basis, 2015an opportunity to subscribe may also be offered, and borrower of the former Kentucky Federal Savings and Loan Association at the close of business on October 12if necessary, 2018, whose borrowings, in each case, remained outstanding at November 4, 2019 (“Other Members”). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a community offering (the “Direct Community Offering”), with Offering and/or a preference given to: (i) natural persons (including trusts of natural persons) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of the general public. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Syndicated Community 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”) basis, as described in subsection 4(a)(iii4(c) below, giving priority to natural persons residing in the Ohio Counties of Franklin and Cuyahoga. All capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan. Pursuant to the Plan, CBI the Holding Company is offering for sale a minimum of 1,062,394 Shares 510,000 and a an anticipated maximum of 1,437,356 Shares 690,000 shares (subject to an increase up to 1,652,960 Shares793,500 shares) of common stock, par value $.01 per share (the "Common Stock"), in the Subscription Offering, and, if necessary, in (i) the Community Offering and/or the (ii) a 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 Primary Parties, in accordance with that certain the Amended and Restated Plan of Conversion and Reorganization From Mutual to Stock Form of CF Mutual Holding CompanyOrganization of Somerset Savings Bank, SLA, dated as of July 1725, 2019 2022 and amended as of March 7, 2023, June 30, 2023 and July 10, 2023 (the “Plan”), CBI is offering shares adopted by the Boards of common stockDirectors of the Primary Parties, $0.01 par value per shareintend for the Bank to convert from a New Jersey chartered mutual savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, for sale at $10.00 per share the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Purchase PriceFederal Reserve”) in connection with ), the conversion of the MHC from the mutual holding company to the stock holding company form of organization Federal Deposit Insurance Corporation (the “ConversionFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), 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 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, CBI the Company will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on June 30, 2018 2021 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan Company and the Cincinnati Federal 401(k) Plan Bank (the “401(k) Tax-Qualified Employee Plan”); , (iii3) third, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on September June 30, 2019 2023 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Voting Members of the Bank at Bank. In addition, the close Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $920,000 in cash and up to 460,000 shares of business Common Stock, in an aggregate amount equaling up to $5,520,000 based on November 4, 2019, and each borrower the $10.00 per share purchase price of the Bank at Common Stock sold in the close of business on January 21, 2015, and borrower of 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 Offering (“Other Members”as defined below). The Company may offer Shares not purchased in (as 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 Butlerthe New Jersey Counties of Hunterdon, ClermontMiddlesex and Somerset. In the event a Community Offering is held, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) it may be held at any time during or promptly after the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI the Company is offering for sale a minimum of 1,062,394 Shares 6,800,000 shares and a maximum of 1,437,356 Shares 9,200,000 shares (subject to an increase up to 1,652,960 10,580,000 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”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered 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 and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023 and July 10, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. In The Company, in accordance with that certain the Amended and Restated Agreement and Plan of Merger Conversion and Reorganization dated as of CF Mutual Holding CompanyDecember 15, dated July 17, 2019 2022 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase PriceMerger Agreement”) by and among the Company, the Bank and Elberton, intends to acquire Elberton in connection with the Elberton’s conversion of the MHC from the mutual holding company form of organization 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 immediately thereafter to cause Elberton to merge with and into the meanings set forth in the Plan. The Conversion is being conducted in accordance Bank, with the laws of Bank as the United States and the applicable regulations of the Board of Governors of the Federal Reserve System resulting institution (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection Merger” and, together with the Conversion, CBI the “Merger Conversion”). Pursuant to the Plan of Merger Conversion of Elberton Bank with Oconee State Bank, adopted by the Board of Directors of each of Elberton and the Bank (the “Plan,” and together with the Merger Agreement, the “Agreement and Plan”), the Company will first offer for sale and sell up to 149,015 shares of its common stock, $0.01 2.00 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank Elberton with $50.00 or more on deposit as of the close of business on June 30March 31, 2018 2020 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank Elberton (other than officers or directors of Elberton) with $50.00 or more on deposit as of the close of business on September 30the Supplemental Eligibility Record Date, 2019 as defined in the Plan (“Supplemental Eligible Account Holders”); , and (iv3) fourth, each depositor any other person who is a member of Elberton in accordance with Elberton’s Bylaws and OCC regulations as of the Bank at Voting Record Date, as defined in the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 Plan (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the Company may be offered offer for sale to the general public in a community offering (the “Community Offering” and, together with 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 Offering Circular (as hereinafter defined) is delivered, with a preference given to: (i) first to natural persons (including trusts of natural persons) residing in ButlerElberton, ClermontGeorgia or Elbert County, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in OhioGeorgia, Dearborn County in Indiananext to stockholders of record of the Company as of the last day of the month immediately preceding the qualification of the Offering Statement, as defined below, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close thereafter to cover orders of business on November 4, 2019; and (iii) 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 and Community Offering Offering, if any, may be offered to certain members of the general public by Performance Trust on a best best-efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in subsection 4(a)(iii) below. Pursuant to the Plan, CBI is offering for sale a minimum of 1,062,394 Shares ” and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in together with the Subscription Offering, and, if necessary, in the and Community Offering and/or the and Syndicated Community Offering (collectivelyOffering, the “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares The purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at is subject to the Purchase Price. If maximum and minimum purchase limitations as described in the number of Shares offered is increased Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater or lesser number, as applicableCommunity Offering.

The Offering. In accordance with that certain On October 27, 2005, the Board of Trustees of the Bank ------------ adopted a Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “"Plan”"), CBI which provides for the conversion of the Bank from a Massachusetts-chartered savings bank in mutual form to a Massachusetts-chartered savings bank in stock form (the "Conversion"), the reorganization of the Bank into a holding company structure, and the issuance of all of the Bank's outstanding Common Stock, as defined below, to the Company (together with the Conversion and the Offering or Conversion Offerings, as defined below, the "Reorganization"). Upon completion of the Reorganization, the Bank will be a wholly-owned subsidiary of the Company. The Reorganization will be accomplished pursuant to applicable federal law, Massachusetts law and the rules and regulations of the Massachusetts Division of Banks (the "Division"), the Federal Deposit Insurance Corporation (the "FDIC"), and the Federal Reserve Board (the "FRB"). The Company is offering up to 8,199,074 shares (the "Shares" or "Conversion Shares") of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI will first offer for sale shares of its common stock, $0.01 no par value per share (the “"Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”") to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares9,428,935 shares), in (i) in a subscription offering (the "Subscription Offering"), and, if necessary; (ii) a direct community offering (the "Direct Community Offering"); and (iii) a syndicated community offering (the "Syndicated Community Offering"), in connection with the Reorganization. The Plan also provides that the Company shall contribute 8.0% of the shares of Common Stock sold in the Offering (the "Charitable Shares") to a charitable foundation to be established by the Bank ("Charitable Foundation"). Upon the completion of the Subscription Offering, Community Offering and/or the Offering, and Syndicated Community Offering (collectively, the “"Conversion Offerings" or "Offering”"). In addition to the Shares being offered for sale pursuant to the Plan, the shares purchasers 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 Conversion Offerings will own 92.6% of the Conversion, CBI will be organized as a fully public stock holding company, with outstanding Common Stock of the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the PlanCompany, the term “Shares” shall mean such greater or lesser number, as applicable.Charitable Foundation will own 7.4% of the outstanding Common Stock of the

The Offering. In The Company, in accordance with that certain the Agreement and Plan of Conversion and Reorganization Merger dated as of CF Mutual Holding CompanySeptember 9, dated July 17, 2019 2014 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase PriceMerger Agreement”) by and among the Company, the Bank and Commonwealth, intends to acquire Commonwealth in connection with the Commonwealth’s conversion of the MHC from the mutual holding company form of organization 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 immediately thereafter to cause Commonwealth to merge with and into the meanings set forth in the Plan. The Conversion is being conducted in accordance Bank, with the laws of Bank as the United States and the applicable regulations of the Board of Governors of the Federal Reserve System resulting institution (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion Regulations”). In connection Merger” and, together with the Conversion, CBI the “Conversion Merger”). Pursuant to a Plan of Conversion Merger of Commonwealth Bank with Town Square Bank, adopted by the Board of Directors of each of Commonwealth and the Bank (the “Plan”), the Company will first offer for sale and sell up to 129,488 shares (subject to increase up to 148,911 shares) of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank Commonwealth with $50.00 or more on deposit as of the close of business on June 30July 31, 2018 2013 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank Commonwealth (other than officers or directors of Commonwealth) with $50.00 or more on deposit as of the close of business on September 30December 31, 2019 2014 (“Supplemental Eligible Account Holders”); , and (iv3) fourth, each depositor other eligible depositors and eligible borrowers of the Bank at Commonwealth as of the close of business on November 4_______, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 2015 (“Other Members”). Shares not purchased in Subject to the Subscription Offering prior subscription rights of the above-listed parties, the 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 of natural persons) residing in Butler, Clermont, M▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in OhioCounty, Dearborn County in IndianaKentucky, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) next to stockholders of the Company’s public stockholders at Company as of the close of business on November 4_______, 2019; 2015, and (iii) thereafter 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 may, upon 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 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”). In addition to It is acknowledged that the Shares being offered for sale pursuant to the Plan, the shares purchase 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at is subject to the Purchase Price. If maximum and minimum purchase limitations as described in the number of Shares offered is increased Plan and that the Company may reject, in whole or decreased in accordance with part, any orders received in the Plan, the term “Shares” shall mean such greater Community Offering or lesser number, as applicableSyndicated Community Offering.

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyThe Bank, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 its plan of the United States and the applicable regulations of the conversion adopted by its Board of Governors of the Federal Reserve System Directors (the “Federal Reserve”) (such laws "Plan"), intends to convert from a federally chartered mutual savings bank to a federally chartered stock savings bank, and issue all of its issued and outstanding capital stock to the regulations are referred to herein as the “Conversion Regulations”)Company. In connection with addition, pursuant to the ConversionPlan, CBI the Company will first offer for sale and sell up to 859,625 shares of its common stockshares, $0.01 .01 par value per share (the “"Shares" or "Common Stock” or the “Shares”"), in a subscription offering (the “"Subscription Offering”") to: to (i1) first, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits (as defined in the Plan) as of the close of business on June 30March 31, 2018 1999 (“"Eligible Account Holders”"); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati ▇▇▇▇▇▇▇▇ Federal 401(k) Savings Bank Employee Stock Ownership Plan (the “401(k"ESOP"), (3) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit Qualifying Deposits as of the close of business on September 30, 2019 2000 (“"Supplemental Eligible Account Holders”); ") and (iv4) fourth, each depositor the Bank's Other Members as defined in the Plan. Subject to the prior subscription rights of the Bank at above-listed parties, the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). 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") conducted concurrently with the Subscription 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) natural persons (including to people and trusts of natural persons) in Butler, Clermont, people who are residents of ▇▇▇▇▇▇▇▇ and ▇▇Scioto Counties, Ohio, Greenup and ▇▇▇▇ counties in OhioCounties, Dearborn County in IndianaKentucky, and ▇▇▇▇▇▇ County, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of the general publicWest Virginia. 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, andCommunity Offering and Syndicated Community Offering are collectively referred to as the "Offering"). It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Company and the Bank may reject, if necessaryin whole or in part, any orders received in the Community Offering and/or the or Syndicated Community Offering (collectivelyOffering. Collectively, these transactions are referred to herein as 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 MHC, in accordance with that certain the Plan of Conversion and Reorganization of CF Mutual Holding Companyadopted May 18, dated July 172010, 2019 as amended (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC intends to convert from the a Pennsylvania mutual holding company form-of-organization to the a stock holding company form of organization (the “Conversion”) in accordance with the laws and regulations, as applicable, of the Pennsylvania Department of Banking (the “Department”) and the Board of Governors of the Federal Reserve System (the “FRB”). All In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (i) Eligible Account Holders; (ii) Employee Plans of the Bank or the Holding Company; (iii) Supplemental Eligible Account Holders; and (iv) Other Depositors (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 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 Pursuant to the ConversionPlan, CBI will first offer for sale the Holding Company is offering a minimum of 2,550,000 and a maximum of 3,450,000 shares of its common stock, par value $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). 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) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI is offering for sale a minimum of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 3,967,500 shares) (the “Subscription Shares”) in the Subscription Offering, and, if necessary, in (i) the Community Offering and/or (ii) 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Subscription Shares offered is increased or decreased in accordance with the Plan, the term “Subscription Shares” shall mean such greater or lesser number, where applicable. The Holding Company will sell the Subscription Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will establish the Standard Charitable Foundation (the “Foundation”) as applicablepart of the Conversion. The Holding Company intends to contribute to the Foundation $200,000 in cash and a number of shares of Common Stock (the “Foundation Shares”) in an aggregate amount equal to 3.5% of the Subscription Shares sold in the Offering (the Subscription Shares and the Conversion Shares may be referred to collectively as the “Conversion Shares”).

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyReorganization, dated July 17adopted on May 8, 2019 2025 (the “Plan”), CBI SBI is offering shares of its common stock, $0.01 par value per shareshare (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI SBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30March 31, 2018 2024 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s 401(k) plan and employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) PlanESOP”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 [●] (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4, 2019[●], and each borrower of the Bank at as of March 24, 2017, whose borrowings remained outstanding as of the close of business on January 21, 2015, and borrower of 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”). 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 Butlerthe New York counties of Cayuga, ClermontCortland, ▇▇▇▇▇▇▇▇ Madison, Oneida, Oswego and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in KentuckyOnondaga; (ii) second, the Company’s public stockholders at as of the close of business on November 4, 2019[●]; 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, CBI SBI is offering for sale a minimum of 1,062,394 892,500 Shares and a maximum of 1,437,356 1,207,500 Shares (subject to an increase to up to 1,652,960 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 CBI 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 CBI SBI as they owned own in the common stock of the Company immediately before the completion of the Conversion. CBI Based on the exchange ratio, SBI expects to issue up between 636,691 Shares and 861,405 Shares (subject to 1,150,144 Shares in the exchange, which may be increased increase to up to 1,322,665 Shares 990,616 Shares) of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold pursuant to in the Offering (the “Exchange Shares”)Offering. Upon completion of the Conversion, CBI SBI will be organized as a fully public stock holding company, with company and the Bank as will be a wholly-owned subsidiary of CBISBI. CBI 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.

The Offering. In accordance with that certain On October 27, 2005, the Board of Trustees of the Bank adopted a Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, which provides for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of the MHC Bank from the a Massachusetts-chartered savings bank in mutual holding company form to the a Massachusetts-chartered savings bank in stock holding company form of organization (the “Conversion”), the reorganization of the Bank into a holding company structure, and the issuance of all of the Bank’s outstanding Common Stock, as defined below, to the Company (together with the Conversion and the Offering or Conversion Offerings, as defined below, the “Reorganization”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have Upon completion of the meanings set forth in Reorganization, the PlanBank will be a wholly-owned subsidiary of the Company. The Conversion is being conducted in accordance with the laws of the United States Reorganization will be accomplished pursuant to applicable federal law, Massachusetts law and the applicable rules and regulations of the Board Massachusetts Division of Governors of Banks (the “Division”), the Federal Deposit Insurance Corporation (the “FDIC”), and the Federal Reserve System Board (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion RegulationsFRB”). In connection with The Company is offering up to 7,453,704 shares (the Conversion, CBI will first offer for sale shares “Shares” or “Conversion Shares”) of its common stock, $0.01 no par value per share (the “Common Stock” or the “Shares”) (subject to an increase up to 8,571,760 shares), in (i) a subscription offering (the “Subscription Offering”) to: (i) first), depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30and, 2018 (“Eligible Account Holders”)if necessary; (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan a direct community offering (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 (“Supplemental Eligible Account HoldersDirect Community Offering”); and (iviii) fourth, each depositor of the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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”). Shares not purchased in the Subscription Offering may be offered for sale to the general public in a syndicated community offering (the “Community Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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”), in connection with the Reorganization. The Plan also provides that the Company shall contribute 8.0% of the shares of Common Stock sold in the Offering (the “Charitable Shares”) as described in subsection 4(a)(iii) belowto a charitable foundation to be established by the Bank (“Charitable Foundation”). Pursuant to Upon the Plan, CBI is offering for sale a minimum completion of 1,062,394 Shares and a maximum of 1,437,356 Shares (subject to an increase up to 1,652,960 Shares) in the Subscription Offering, andCommunity Offering, if necessary, in the Community Offering and/or the and Syndicated Community Offering (collectively, the “Conversion Offerings” or “Offering”). In addition to the Shares being offered for sale pursuant to the Plan, the shares purchasers 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 Conversion Offerings will own 92.6% of the Conversion, CBI will be organized as a fully public stock holding company, with outstanding Common Stock of the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the PlanCompany, the term “Shares” shall mean such greater or lesser number, as applicable.Charitable Foundation will own 7.4% of the outstanding Common Stock of the

The Offering. In The Primary Parties, in accordance with that certain the Amended and Restated Plan of Conversion and Reorganization From Mutual to Stock Form of CF Mutual Holding CompanyOrganization of Somerset Savings Bank, SLA, dated as of July 1725, 2019 2022 and amended as of March 7, 2023 (the “Plan”), CBI is offering shares adopted by the Boards of common stockDirectors of the Primary Parties, $0.01 par value per shareintend for the Bank to convert from a New Jersey chartered mutual savings association to a New Jersey chartered stock savings association and then then to convert into a New Jersey chartered stock commercial bank to be named “Somerset Regal Bank” (collectively, for sale at $10.00 per share the “Conversion”) in compliance with federal laws and the rules and regulations of the Board of Governors of the Federal Reserve System (the “Purchase PriceFederal Reserve”) in connection with ), the conversion of the MHC from the mutual holding company to the stock holding company form of organization Federal Deposit Insurance Corporation (the “ConversionFDIC”), and the New Jersey Department of Banking and Insurance (the “Department”), 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 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, CBI the Company will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: to (i1) first, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on June 30, 2018 2021 (“Eligible Account Holders”); , (ii2) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan Company and the Cincinnati Federal 401(k) Plan Bank (the “401(k) Tax-Qualified Employee Plan”); , (iii3) third, depositors of the Bank with aggregate account balances of at least $50.00 or more on deposit as of the close of business on September 30[•], 2019 2023 (“Supplemental Eligible Account Holders”); , and (iv4) fourth, each depositor Voting Members of the Bank at Bank. In addition, the close Company intends to donate to Somerset Regal Charitable Foundation, Inc. (the “Charitable Foundation”) $1,323,000 in cash and up to 661,250 shares of business Common Stock, in an aggregate amount equaling up to $7,935,500 based on November 4, 2019, and each borrower the $10.00 per share purchase price of the Bank at Common Stock sold in the close of business on January 21, 2015, and borrower of 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 Offering (“Other Members”as defined below). The Company may offer Shares not purchased in (as 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 Butlerthe New Jersey Counties of Hunterdon, ClermontMiddlesex and Somerset. In the event a Community Offering is held, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) it may be held at any time during or promptly after the Company’s public stockholders at the close of business on November 4, 2019; and (iii) 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, CBI the Company is offering for sale a minimum of 1,062,394 Shares 8,500,000 shares and a maximum of 1,437,356 Shares 11,500,000 shares (subject to an increase up to 1,652,960 13,225,000 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”). In addition to the Shares being offered for sale pursuant to the Plan, the shares of common stock of the 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, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price$10.00 per share. If the number of Shares offered 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 and contributed to the Foundation will represent 100% of the Company’s outstanding shares of Common Stock upon completion of the Conversion in accordance with the Plan and the Merger. Following the completion of the Conversion and the Offering, the Company will acquire Regal Bancorp, Inc. (“Regal Bancorp”), a New Jersey corporation, in a merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as of July 25, 2022 and amended as of March 7, 2023. Regal Bancorp is the holding company for Regal Bank, a New Jersey chartered commercial bank (“Regal Bank”). The Merger will be accomplished in accordance with the laws of the United States and the laws of the State of New Jersey and the applicable regulations of the FDIC, the Department and the Federal Reserve. Pursuant to the terms of the Merger Agreement, upon consummation of the Merger, each outstanding share of Regal Bancorp common stock (the “Regal Common Stock”) will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $23.00 in cash. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Merger will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may nonetheless be consummated, subject to receipt of necessary regulatory and member approvals. Regal Bancorp, Regal Bank and their subsidiaries are sometimes referred to as the “Regal Parties” herein.

The Offering. In accordance with that certain On November 27, 2007, the Board of Directors of the Bank adopted a Plan of Conversion and Reorganization of CF Mutual Holding Company, dated July 17, 2019 (the “Plan”), CBI is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share () pursuant to which the “Purchase Price”) in connection with the conversion of the MHC Bank will convert from the a federally-chartered mutual holding company savings bank to the a federally-chartered stock holding company form of organization savings bank (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 applicable federal law, state law and the applicable rules and regulations of the Board Office of Governors of the Federal Reserve System Thrift Supervision (the “Federal Reserve”) (such laws and the regulations are referred to herein as the “Conversion RegulationsOTS”). Upon completion of the Conversion, and pursuant to the Plan, the Bank will be a wholly owned subsidiary of the Company. In connection with the Conversion, CBI the Company, a newly formed Maryland corporation, will first offer for sale shares of its the Company’s common stock, par value $0.01 par value per share (the “Common Stock” or the “Shares”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and, if necessary (iii) a syndicated community offering (the “Syndicated Community Offering” and, together with the Subscription Offering and the Community Offering, the “Offering”). The shares of Common Stock to be sold by the Company in the Offering are hereinafter called the “Shares” or “Conversion Shares.” In addition, as described herein, the Company will contribute up to million in cash and shares of Common Stock to The Charitable Foundation, a charitable foundation (the “Foundation”), such shares hereinafter being referred to as the “Foundation Shares.” The Company, the Bank and their subsidiaries are sometimes referred to as the “Century Parties” herein. In the Subscription Offering, non-transferable rights to subscribe for between and shares (subject to an increase up to shares) of Common Stock will be granted (the “Subscription Rights”), in the following descending order of priority, to: (i1) first, the Bank’s depositors with account balances of the Bank with at least $50.00 or more on deposit as of the close of business on June 30, 2018 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 2006 (“Eligible Account Holders”); (2) the Bank’s tax-qualified employee benefit plans; (3) the Bank’s depositors with account balances of at least $50.00 as of the close of business on , 2007 (“Supplemental Eligible Account Holders”); and (iv4) fourththe Bank’s depositors as of , each depositor of 2007 (the Bank at the close of business on November 4, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 “Voting Depositor Record Date”) who were not able to subscribe for Shares under categories (“Other Members”1) or (3). Shares The Company may offer shares of Common Stock for which subscriptions have not purchased been received in the Subscription Offering may be offered for sale in the Community Offering, with preference given (i) first to natural persons residing in counties in which the Bank has an office, and (ii) then to the general public in public. In the event a community offering (Community Offering is held, it may be held at any time during or immediately after the “Community Subscription Offering”), with a preference given to: (i) natural persons (including trusts of natural persons) in Butler, Clermont, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in Kentucky; (ii) the Company’s public stockholders at the close of business on November 4, 2019; and (iii) other members of the general public. Depending on market conditions, Shares available for sale but shares not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to certain selected members of the general public on a best efforts basis through a selected syndicate of registered broker-dealers agreement managed by the Agent which are members of the Financial Industry Regulatory Authority (“FINRA”). It is acknowledged that the number of Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Prospectus; and that the Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. Simultaneously with or immediately following the completion of the Conversion and Offering, the Company will acquire Liberty Bank, N.A., a national banking association (“Liberty”), in a merger transaction (the “Syndicated Community OfferingMerger”) pursuant to an Agreement and Plan of Reorganization (together with the exhibits and schedules thereto, the “Merger Agreement”) dated as described of November 27, 2007. The Merger will be accomplished in subsection 4(a)(iii) belowaccordance with the laws of the United States and applicable state laws and the applicable regulations of the OTS, the Office of the Comptroller of the Currency (the “OCC”). The Conversion and the Offering will be accomplished in accordance with the laws of the United States and the laws of the State of Maryland and the applicable regulations of the OTS (the “Conversion Regulations”). Pursuant to the Planterms of the Merger Agreement, CBI is offering for sale a minimum upon consummation of 1,062,394 Shares and a maximum the Merger, each outstanding share of 1,437,356 Shares Liberty common stock, par value $10.00 per share (the “Liberty Common Stock”), will be converted into the right to receive, subject to the election and proration procedures outlined in the Merger Agreement, $45.00 in (i) cash without interest, (ii) shares of Company Common Stock, or (iii) a combination of cash and shares of Company Common Stock (the Company Common Stock to be issued in exchange for Liberty Common Stock being referred to herein as the “Merger Shares”). In particular, subject to adjustment, the maximum number of Liberty shares converted into the right to receive cash consideration will be 50% of the total outstanding shares of Liberty Common Stock and the maximum number of Liberty shares of Liberty Common Stock converted into the right to receive stock consideration will be 50% of the total outstanding shares of Liberty Common Stock. Immediately prior to the effective time of the Merger, each outstanding option to purchase Liberty Common Stock will be canceled and exchanged for a cash payment from the Company equal to the excess of the $45.00 merger consideration over the exercise price per share of each option. Although the Offering and the Merger are separate and distinct transactions, the Merger will not occur unless the Offering is completed; however, the Offering may proceed whether or not the Merger occurs. The Offering and the Merger are collectively referred to herein as the “Reorganization.” The Reorganization will not be consummated until all conditions to the consummation of both the Offering and the Merger have been satisfied or waived. In the event the Merger Agreement is terminated, the Offering may be consummated, subject to receipt of necessary regulatory and depositor approvals. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. 333- ) in order to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it 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 regulations of the Commission under the Securities Act differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the 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 and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The Registration Statement also contains a proxy statement/prospectus to be used to solicit proxies of Liberty stockholders with respect to the approval of the Merger and the issuance of the Merger Shares. The proxy statement/prospectus, as amended, on file with the Commission at the time the Registration Statement became effective is hereinafter called the “Proxy Statement/Prospectus,” except that if any proxy statement/prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the regulations of the Commission under the Securities Act differing from the proxy statement/prospectus included in the Registration Statement at the time it initially becomes effective, the term “Proxy Statement/Prospectus” shall refer to the proxy statement/prospectus filed pursuant to Rule 424(b) or (c) from and after the time said proxy statement/prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. The following applications have been filed in connection with the Conversion: (i) an increase up Application on Form H-(e)1 (the “Holding Company Application”) for Election Under Section 10(l) of the Home Owners’ Loan Act (the “HOLA”) has been filed with the Office of Thrift Supervision (the “OTS”); and (ii) an Application to 1,652,960 SharesConvert to Stock Form (the “Conversion Application”) has been filed with the OTS. The Holding Company Application and the Conversion Application are referred to herein as the “Conversion Filings.” The Conversion Application includes, among other things, the Plan. The following applications have been filed in connection with the Merger: (i) an Interagency Bank Merger Act Application (the “BMA Application”) has been filed with the OTS and (ii) a Merger Notice (the “OCC Merger Notice”) has been filed with the OCC. The BMA application and the OCC Merger Notice are referred to herein as the “Merger Applications” and, together with the Conversion Filings are referred to as the “Reorganization Applications.” Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus, dated , 2008, to be used in the Subscription Offering, Offering and Community Offering (if any) and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in the Community Offering and/or the Syndicated Community Offering (collectivelyand/or Public Offering, as defined in the Prospectus. Such Prospectus contains information with respect to the Bank, the “Offering”). In addition to the Shares being offered for sale pursuant to the PlanCompany, Liberty, the shares of common stock of Foundation, the Company currently owned by the Company’s public stockholders (i.e.Common Stock, 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 (and the “Exchange Shares”). Upon completion of the Conversion, CBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBI. CBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicableMerger.

The Offering. In accordance with that certain Plan of Conversion and Reorganization of CF Mutual Holding CompanyThe Seneca Falls Savings Bank, MHC, dated July 17A▇▇▇▇▇ ▇▇, 2019 ▇▇▇▇ (the ▇▇▇ “Plan▇▇▇▇”), CBI ▇▇▇ is offering shares of common stock, $0.01 par value per share, for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI GBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank or Generations Commercial Bank (the “Commercial Bank”) with $50.00 or more on deposit as of the close of business on June 30July 31, 2018 2019 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank or the Commercial Bank, including the employee stock ownership plan and the Cincinnati Federal Generations Bank 401(k) Plan (the “401(k) Plan”); (iii) third, depositors of the Bank or the Commercial Bank with $50.00 or more on deposit as of the close of business on September 30, 2019 2020 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November 4_________ __, 2019, and each borrower of the Bank at the close of business on January 21, 2015, and borrower of 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 2020 (“Other Members”). 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) in ButlerCayuga, ClermontSeneca, ▇▇▇▇▇▇▇▇ Ontario and ▇▇▇▇▇▇ Orleans counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in KentuckyNew York; (ii) the Company’s public stockholders at the close of business on November 4__________ __, 20192020; and (iii) 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, CBI GBI is offering for sale a minimum of 1,062,394 1,277,125 Shares and a maximum of 1,437,356 1,727,875 Shares (subject to an increase up to 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 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 CBI GBI as they owned in the common stock of the Company immediately before the completion of the Conversion. CBI Based on the exchange ratio, GBI expects to issue up to 1,150,144 between 847,875 Shares and 1,147,125 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, CBI GBI will be organized as a fully public stock holding company, with the Bank as a wholly-owned subsidiary of CBIGBI and the Commercial Bank as a wholly-owned subsidiary of the Bank. CBI GBI will sell the Shares in the Offering at the Purchase Price. If the number of Shares offered 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 CF Mutual Holding CompanyReorganization, dated July 17adopted on May 8, 2019 2025 (the “Plan”), CBI SBI is offering shares of its common stock, $0.01 par value per shareshare (the “Common Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion of 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 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, CBI SBI will first offer for sale shares of its common stock, $0.01 par value per share (the “Common Stock” or the “Shares”), Stock in a subscription offering (the “Subscription Offering”) to: (i) first, depositors of the Bank with $50.00 or more on deposit as of the close of business on June 30March 31, 2018 2024 (“Eligible Account Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s 401(k) plan and employee stock ownership plan and the Cincinnati Federal 401(k) Plan (the “401(k) PlanESOP”); (iii) third, depositors of the Bank with $50.00 or more on deposit as of the close of business on September June 30, 2019 2025 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the Bank at the close of business on November August 4, 20192025, and each borrower of the Bank at as of March 24, 2017, whose borrowings remained outstanding as of the close of business on January 21, 2015, and borrower of 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 August 4, 2019 2025 (“Other Members”). 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 Butlerthe New York counties of Cayuga, ClermontCortland, ▇▇▇▇▇▇▇▇ Madison, Oneida, Oswego and ▇▇▇▇▇▇ counties in Ohio, Dearborn County in Indiana, and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ counties in KentuckyOnondaga; (ii) second, the Company’s public stockholders at as of the close of business on November August 4, 20192025; 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, CBI SBI is offering for sale a minimum of 1,062,394 892,500 Shares and a maximum of 1,437,356 1,207,500 Shares (subject to an increase to up to 1,652,960 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 CBI 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 CBI SBI as they owned own in the common stock of the Company immediately before the completion of the Conversion. CBI Based on the exchange ratio, SBI expects to issue up between 636,691 Shares and 861,405 Shares (subject to 1,150,144 Shares in the exchange, which may be increased increase to up to 1,322,665 Shares 990,616 Shares) of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold pursuant to in the Offering (the “Exchange Shares”)Offering. Upon completion of the Conversion, CBI SBI will be organized as a fully public stock holding company, with company and the Bank as will be a wholly-owned subsidiary of CBISBI. CBI 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.