Common use of The Offering Clause in Contracts

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended adopted by the Boards of Directors of the MHC, the Mid-Tier Company and the Bank (the “Plan”), intends to convert from the mutual form of organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31, 2023 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties of Chautauqua, Erie and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCCompany, the Mid-Tier Company Bank and the MHC the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation corporation; (ii) Farmington Holding, Inc., a Connecticut-chartered business corporation, will be organized as a first-tier stock subsidiary of the MHC (the “Mid-Tier Holding Company”); (iii) the MHC will contribute to the Mid-Tier CompanyHolding Company 100% of the Bank common stock held by the MHC, which represents all of the Bank common stock issued and outstanding; (iiiv) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”); (iii) , pursuant to a plan of merger, whereby the merger shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the deposit account holders of the Bank specified in the Plan will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their depositor interests in the MHC; (v) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to a plan of merger, whereby the Plan. As a result Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with liquidation interests in the Mid-Tier Holding Company Merger, constructively received by the depositors of the Bank as part of the MHC Merger will convert from a federal savings bank into a New York-chartered commercial bank that will automatically, without further action on the part of the holders thereof, be renamed “Lake Shore Bank” exchanged for an interest in the liquidation accounts to be established in the Conversion (the “Charter Conversion”as defined herein). The outstanding shares of common stock of ; and (vi) immediately after the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the PlanMerger, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common StockShares”) in the Offering (as defined herein). Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Common Shares (subject to increase to up to 17,192,500 Common Shares), in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December 31, 2023 2009 (“Eligible Deposit Account Holders”), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Qualified Employee Stock Benefit Plans (as defined in the Plan); and (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2011 (“Supplemental Eligible Account Holders”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing only in the New York counties of Chautauqua, Erie Hartford County in Connecticut; and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general public(ii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” In connection with addition, as part of the Conversion, and subject to compliance with certain conditions as may be imposed by regulatory authorities, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating Company will contribute to the Conversion newly created Farmington Bank Community Foundation, Inc. (the “Members’ Proxy StatementFoundation”), the proxy/statement prospectus for the solicitation of proxies from the stockholders shares equal to 4.0% of the Mid-Tier Company relating shares sold in the Offering. The shares contributed to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is Foundation are hereinafter referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. Foundation Shares.” The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836171913) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Banking Law of Connecticut and Title 36a of the New York Banking Law and Part 87 of the General Regulations of Connecticut State Agencies, which are issued by the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Connecticut Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services Commissioner (the “NYSDFSCommissioner”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFSFederal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed an Application for Conversion of a Mutual Holding Company to a Capital Stock Holding Company and an Acquisition Statement with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. The MHCOn October 21, in accordance with 2009, the Plan of Conversion and Reorganization, as amended adopted by the Boards Board of Directors of the MHC, the Mid-Tier Company and the Bank adopted a Plan of Conversion (the “Plan”), intends to convert from the mutual form of organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: which provides for (i) the establishment conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, 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 as a Maryland corporation subsidiary of in the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares Offering (as hereinafter defined) and (the exchange “Conversion”). Upon completion of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company MergerConversion, the Bank will become be a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares As part of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell is offering up to 5,750,000 575,000 shares (subject to an increase of up to 6,612,500 661,250 shares) (the “Shares”) of its common stock, par value $0.01 par value per share (the “Common Stock”), in (i) in a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (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 (1) depositors the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Bank with Qualifying Deposits Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (as defined subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the Planfollowing order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of December 31the close of business on September 30, 2023 2008 (the “Eligible Account Holders”), ; (2ii) the Bank’s tax-qualified employee benefit plans, including ; (iii) the employee stock ownership plan established by Bank’s depositors with aggregate account balances of at least $50.00 as of the Bank close of business on (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) Holders”); and (4iv) to depositors of the Bank as of (the “Other Members (as defined in the PlanMembers”). Subject to the prior subscription rights of the above-listed parties, the The Holding Company may offer for sale in a community offeringShares, which may occur concurrently with if any, remaining after the Subscription 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 Community Offering on a priority basis to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the New York counties City of ChautauquaBaltimore, Erie Maryland and Cattaraugus, second the Maryland Counties of Baltimore and Harford and then to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general public. It In the event the Community Offering is anticipated that shares 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 and 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, Inc. (the “Syndicated Community Offering”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “OfferingFINRA”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion Offering may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged ; that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan Prospectus; and that the Holding Company may reject, in its sole discretion, in whole or in part, any orders subscription received in the Community Offering or 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. 333-163797) 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, (i) the MHC Bank has filed with the FRB OTS an application Application for Conversion on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company AC (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB OTS in accordance with the Home Owners’ Loan Act, as amended Conversion Regulations and (ii) the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with the FRB OTS an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company application on Form FR Y-3 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956H-(e)1-S (together with any other required ancillary applications and/or notices, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and amendments thereto as required by the FRB has approved OTS in accordance with the Conversion Regulations. Collectively, the Conversion Application and the Holding Company Application. The Holding Company has filed Application may also be defined as the “Applications.” Concurrently with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836) (the “Registration Statement”)execution of this Agreement, containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided delivering to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 copies of the New York Banking Law Prospectus dated , 2010 to be used in the Subscription Offering and Part 87 Community Offering (if any) and, if necessary, will deliver copies of the General Regulations of Prospectus and any prospectus supplement for use in the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”)Syndicated Community Offering.

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCCompany, the Bank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the Shares (as hereinafter defined) and the exchange outstanding shares of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result common stock, no par value per share, of the Mid-Tier Holding Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the (“Mid-Tier Holding Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter ConversionCommon Stock”). The outstanding shares of common stock of the Mid-Tier Company held ) owned by persons other than the MHC will shall automatically, without further action on the part of the holders thereof, be converted into shares of Holding Company common stock pursuant and become the right to an receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 14,950,000 of its common stockShares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan) as of December 31, 2023 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ; and (3) Supplemental Eligible Account Holders (depositors of the Bank with Qualifying Deposits, as defined in the Plan) and , as of September 30, 2010 (4) Other Members (as defined in the Plan“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing only in the Hartford, New York counties of Chautauqua, Erie London and Cattaraugus, second to minority stockholders of the Mid-Tier Company Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of a certain dateJanuary 4, 2011; and thereafter to cover orders of other members of the general public(iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the MHC filed with Company and the FRB an application on Form FR MM-AC, including copies Bank intend to donate 3% of the MHC’s Proxy Statement for a Special Meeting of its Members relating net proceeds to the Conversion existing Rockville Financial Foundation, Inc. (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion RegulationsFoundation”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836169439) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Banking Law of Connecticut and Title 36a of the New York Banking Law and Part 87 of the General Regulations of Connecticut State Agencies, which are issued by the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Connecticut Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services Commissioner (the “NYSDFSCommissioner”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFSFederal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”)) pursuant to the agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company; and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of immediately after the Mid-Tier Company Merger, the Bank Company will become a wholly owned subsidiary of offer for sale the Holding Company. Simultaneously with Common Stock in the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”)Offering. The outstanding shares of common stock stock, par value [$0.01] per share, of the Mid-Tier Holding Company held (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of Holding common stock, par value [$0.01] per share, of the Company common stock (the “Common Shares”) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 1,351,250 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December 31, 2023 2008 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including Employee Plans (as defined in the employee stock ownership plan established by the Bank (the “ESOP”Plan), ; (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) depositors of the Bank at the close of business on ___________, 2010 (“Other Members Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined in below) are hereinafter called the Plan). “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York counties of ChautauquaCass, Erie Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Cattaraugus▇▇▇▇▇, second Illinois, and then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain date, and thereafter to cover orders of other members of the general public_____________. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836165466) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement relating to the meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. The MHC, in In accordance with the a Plan of Conversion and Reorganization, as amended Reorganization (the “Plan” or “Plan of Conversion”) adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the Bank’s establishment of the Holding Company as a Maryland corporation subsidiary Maryland-chartered corporation; (ii) the conversion of the Mid-Tier Company; (ii) the Holding Company to an interim federal stock savings association and its simultaneous merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity Bank (the “MHC MergerInterim One”); (iii) the merger conversion of the Mid-Tier Company MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”)Bank; and (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as hereinafter herein defined) and the exchange of the Exchange Shares (as hereinafter defined) Company pursuant to the PlanPlan of Conversion and Office of Thrift Supervision (the “OTS”) regulations. As a result of the Mid-Tier Company Mergermerger of Interim Three with and into the Bank, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock stock, par value $0.01 per share, of the Mid-Tier Holding Company held (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of Holding common stock, par value $0.01 per share, of the Company common stock (the “Common Shares”) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 12,937,500 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December March 31, 2023 2006 (“Eligible Account Holders”), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by Qualified Employee Stock Benefit Plans of the Bank (or the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Company (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of June 30, 2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on September 30, 2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York Massachusetts counties of ChautauquaHampden and Hampshire, Erie and Cattaraugus, second then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain dateOctober 12, and thereafter to cover orders of other members of the general public2007. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836144245) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement relating to the meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934 (the “1934 Act”) , and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS including applications to form and merge Interim One, Interim Two and Interim Three (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCBank, the MHC , the Company and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Shares”) in the Offering (as defined herein). Each of the Shares (as hereinafter defined) and the exchange outstanding shares of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result common stock, par value $0.01 per share, of the Mid-Tier Holding Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the (“Mid-Tier Holding Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter ConversionCommon Stock”). The outstanding shares of common stock of the Mid-Tier Company held ) owned by persons other than the MHC will shall automatically, without further action on the part of the holders thereof, be converted into shares of Holding Company common stock pursuant and become the right to an receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 9, 522 ,000 of its common stockShares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December 31, 2023 2008 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York counties of ChautauquaAppling, Erie Bulloch, Cook, Dougherty, ▇▇▇▇ ▇▇▇▇▇, Lowndes, Tattnall and CattaraugusWorth , second Georgia and the counties of Columbia and ▇▇▇▇▇▇ , Florida, then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain date_________, and thereafter to cover orders of other members of the general public2010. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836333- 167670 ) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the “Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required by the OTS to the date hereof (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Bank (the “Georgia Application”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the Shares (as hereinafter defined) and the exchange outstanding shares of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result common stock, par value $0.01 per share, of the Mid-Tier Holding Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the (“Mid-Tier Holding Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter ConversionCommon Stock”). The outstanding shares of common stock of the Mid-Tier Company held ) owned by persons other than the MHC will shall automatically, without further action on the part of the holders thereof, be converted into shares of Holding Company common stock pursuant and become the right to an receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 9,200,000 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December 31, 2023 2008 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of June 30, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank with aggregate balances of at least $50.00 at the close of business on ____________, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York counties of Chautauqua__________, Erie __________, __________, __________, __________, __________, __________, and Cattaraugus__________, second Georgia and the counties of __________, __________, and __________, Florida, then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain date_________, and thereafter to cover orders of other members of the general public2010. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836333-__________) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the “Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”) and filed an application with the Department of Banking and Finance for approval to acquire the Bank (the “Georgia Application”).

The Offering. The Mid-Tier Holding Company will adopt an interim federal stock charter and thereafter merge into the Association with the Association as the surviving entity. The MHC, in accordance with the Plan of Conversion of Agreement and Reorganization, as amended adopted by the Boards Plan of Directors of the MHC, the Mid-Tier Company and the Bank Reorganization (the “"Plan”), intends to ") will then convert from the mutual form of organization into an interim federal stock savings bank and merge with and into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”)Association, pursuant to which the following steps, or in any other manner that is consistent MHC will cease to exist (the "Conversion"). In connection with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary Conversion, each stockholder of the Mid-Tier Company; Holding Company immediately prior to the Conversion, except the MHC, (ii"Public Stockholders") the merger will receive Exchange Shares of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity Company's common stock (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined"Common Stock," or "Shares") pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank ratio that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and Public Stockholders owning in the aggregate approximately immediately after the Conversion the same percentage of the outstanding shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion Common Stock, before giving effect to (a) the payment of cash paid in lieu of any fractional interests of shares of Holding Company common stock, shares; (b) assets the purchase by such stockholders of additional shares of Common Stock in the MHC Offering; and (c) any Shares purchased subject to an adjustment by the OTS to reflect the MHC's waiver of certain dividends declared by the Association or the Mid-Tier Holding Company in the Offering (as hereinafter defined)total amount of $__ million. Pursuant to the PlanPlan and in connection with the Conversion, the Holding Company will offer and sell is offering up to 5,750,000 7,753,143 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share stock (the “Common "Conversion Stock”") in a subscription and community offering (the “Subscription Offering”) "Offerings"). Conversion Stock is first being offered in a subscription offering with nontransferable subscription rights being granted, in the following order of priority, to (1i) depositors of the Bank Association with Qualifying Deposits (as defined in the Plan) account balances of $50.00 or more as of December 31the close of business on June 30, 2023 1997 (“"Eligible Account Holders”"), ; (2ii) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank Employee Stock Ownership Plan (the “ESOP”"); (iii) depositors of the Association with account balances of $50.00 or more as of the close of business on __________, 1998 (3other than Eligible Account Holders) ("Supplemental Eligible Account Holders"); (iv) depositors of the Association as of the close of business on _________, 1998 (other than Eligible Account Holders and Supplemental Eligible Account Holders) and certain borrowers (as defined in the Plan"Other Members") and (4v) Other Members (as defined in directors, officers and employees of the Plan)Association. Subscription rights will expire if not exercised by Noon, ▇▇stern Time, on _________, 1998, unless extended. Subject to the prior subscription rights of the above-listed partiesholders of subscription rights, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription Offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”), the Shares Conversion Stock not subscribed for or ordered in the Subscription Offering is being offered first to Eligible Public Shareholders and then in the Community Offering to certain members of the general public to whom a copy of the Prospectus (as hereinafter defined) Prospectus, stock order form and certification is delivered delivered, with a preference given first to natural persons and trusts of natural persons residing in the New York counties of Chautauqua, Erie and Cattaraugus, second Community. The Primary Parties reserve the absolute right to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover reject or accept any orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in either at the Community Offering time of receipt of an order or Syndicated Community Offering. In connection with as soon as practicable following the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”)Expiration Date. The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the Securities and Exchange Commission (the “SEC”"Commission") a registration statement on Form S-1 (File No. 333-285836333-_____) (the “"Registration Statement”), ") containing a prospectus relating to the Offering, Offerings for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act”"), and has filed such amendments thereof thereof, if any, 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 Commission 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).the

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization adopted by the Boards of Directors of the MHC, the Mid-Tier Company and the Bank (the “Plan”), intends to convert from the mutual form of organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) conversion as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter definedhereinafter). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 3,680,000 shares (subject to increase up to 6,612,500 4,311,181 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31January 21, 2023 2020 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties of ChautauquaCullman County, Erie and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain dateAlabama, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger Merger, and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In addition, pursuant to the Plan and immediately following the completion of the Offering and the Conversion, the Holding Company will contribute to a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial▇▇▇▇▇▇ & Company, LC.Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with the FRB an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company application on Form FR Y-3 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956H-(e)1 (together with any other required ancillary applications and/or notices, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the FRB has approved regulations promulgated thereunder (the Holding Company Application“Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836254220) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHC, in In accordance with the a Plan of Conversion and Reorganization, as amended Stock Issuance (the “Plan” or “Plan of Conversion”) adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the Bank’s establishment of the Holding Company as a Maryland corporation subsidiary of the MidMassachusetts-Tier Companychartered corporation; (ii) the merger conversion of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity to an interim federal stock savings association (the “MHC MergerInterim One”); (iii) the conversion of the MHC’s subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the Bank; (iv) the merger of Interim One (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of the Mid-Tier Holding Company held by the MHC will be cancelled; (v) the establishment by the Company of a third interim federal stock savings association (“Interim Three”); (vi) the merger of Interim Three with and into the Holding Company Bank, with the Holding Company Bank as the surviving entity entity; and (vii) the sale and exchange of the Common Shares (as herein defined) of the Company pursuant to the Plan of Conversion and Office of Thrift Supervision (the “Mid-Tier Company MergerOTS”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Planregulations. As a result of the Mid-Tier Company Mergermerger of Interim Three with and into the Bank, the Bank will become a wholly owned subsidiary of the (1) the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” payment of cash in lieu of issuing fractional exchange shares; and (the “Charter Conversion”). The outstanding 2) any shares of common stock of the Mid-Tier Company held purchased by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined public stockholders in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined)offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 17,250,000 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December March 31, 2023 2005 (“Eligible Account Holders”), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by Qualified Employee Stock Benefit Plans of the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of September 30, 2006 (“Supplemental Eligible Account Holders”); and (4) Other Members, as defined in the Plan (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of natural persons residing in the New York counties of Chautauqua, Erie and Cattaraugus, second to minority (i) stockholders of the Mid-Tier Holding Company as of a certain dateand (ii) natural persons residing in the Bank’s Community Reinvestment Act assessment area, and thereafter to cover orders of other members which consists of the general publicmunicipalities of Agawam, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, East Longmeadow, Granville, Holyoke, Longmeadow, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Springfield, Southampton, Southwick, Tolland, Westfield and West Springfield, Massachusetts (“Preferred Subscribers”). It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836137024) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended 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 SEC at the time the Registration Statement initially became effective is hereinafter called the “Prospectus,” except that if any revised prospectus 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS including applications to form and merge Interim One, Interim Two and Interim Three (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. The MHC, in In accordance with the a Plan of Conversion and Reorganization, as amended Reorganization (the “Plan” or “Plan of Conversion”) adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the Bank’s establishment of the Holding Company as a Maryland corporation subsidiary Maryland-chartered corporation; (ii) the conversion of the Mid-Tier Company; (ii) the Holding Company to an interim federal stock savings association and its simultaneous merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity Bank (the “MHC MergerInterim One”); (iii) the merger conversion of the Mid-Tier Company MHC, to an interim federal stock savings association (“Interim Two”) and its simultaneous merger with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”)Bank; and (iv) the establishment by the Company of an interim federal stock savings association as the Company’s wholly-owned subsidiary (“Interim Three”); (v) the merger of Interim Three with and into the Bank, with the Bank as the surviving entity; and (vi) the sale and exchange of the Common Shares (as hereinafter herein defined) and the exchange of the Exchange Shares (as hereinafter defined) Company pursuant to the PlanPlan of Conversion and Office of Thrift Supervision (the “OTS”) regulations. As a result of the Mid-Tier Company Mergermerger of Interim Three with and into the Bank, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock stock, par value $0.01 per share, of the Mid-Tier Holding Company held (“Mid-Tier Holding Company Common Stock”) owned by persons other than the MHC will be converted into shares of Holding common stock, par value $0.01 per share, of the Company common stock (the “Common Shares”) pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 16,100,000 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December March 31, 2023 2006 (“Eligible Account Holders”), ; (2) the Bank’s taxTax-qualified employee benefit plans, including the employee stock ownership plan established by Qualified Employee Stock Benefit Plans of the Bank (or the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Company (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits as of June 30, 2007 (“Supplemental Eligible Account Holders”); and (4) depositors of the Bank at the close of business on , 2007 (“Other Members”). The Common Shares to be sold by the Company in the Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a direct community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” or “Direct Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York Massachusetts counties of ChautauquaHampden and Hampshire, Erie and Cattaraugus, second then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain dateAugust __, and thereafter to cover orders of other members of the general public2007. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333XXX-285836XXXXX) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended 1933 (the “1933 Act”), and a proxy statement relating to the meeting of shareholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934 (the “1934 Act”) , and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS including applications to form and merge Interim One, Interim Two and Interim Three (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1 (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCBank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to an agreement of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”) pursuant to an agreement of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, par value $0.01 per share (the “Common Shares”) in the Offering (as defined herein). Each of the Shares (as hereinafter defined) and the exchange outstanding shares of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result common stock, par value $0.01 per share, of the Mid-Tier Holding Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the (“Mid-Tier Holding Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter ConversionCommon Stock”). The outstanding shares of common stock of the Mid-Tier Company held ) owned by persons other than the MHC will shall automatically, without further action on the part of the holders thereof, be converted into shares of Holding Company common stock pursuant and become the right to an receive the Common Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) 1,351,250 of its common stockCommon Shares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits (Deposits, as defined in the Plan) , as of December 31, 2023 2008 (“Eligible Account Holders”), ; (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members Employee Plans (as defined in the Plan); (3) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of March 31, 2010 (“Supplemental Eligible Account Holders”) and (4) depositors of the Bank at the close of business on May 10, 2010 (“Other Depositors”). The Common Shares to be sold by the Company in the Subscription Offering (as defined below) are hereinafter called the “Shares.” Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and 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 Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing in the New York counties of ChautauquaCass, Erie Greene, Macoupin, Montgomery, Morgan, Pike, Sangamon and Cattaraugus▇▇▇▇▇, second Illinois, and then to minority stockholders of (ii) the Mid-Tier Company Holding Company’s public stockholders as of a certain dateMay 10, and thereafter to cover orders of other members of the general public2010. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with the ConversionCollectively, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating these transactions described in this Section 1 are referred to the Conversion (herein as the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LCConversion., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). ” The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836165466) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Stockholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Stockholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Parts 575 and 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed with the OTS an Application for Approval of Conversion on Form AC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the OTS (the “Conversion Application”). The Company has also filed with the OTS an application for approval to acquire the Bank and to become a registered savings and loan holding company on Form H-(e)-1-S (the “Holding Company Application”) under the Home Owners’ Loan Act of 1933, as amended, and the regulations promulgated thereunder (the “HOLA”).

The Offering. The MHC, in In accordance with the a Plan of Conversion and Reorganization, as amended Reorganization (the "Plan" or "Plan of Conversion") adopted by the Boards of Directors of the MHC, MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to MHC will convert from the a federally chartered mutual form of organization into the stock holding company form of organization, in compliance with the regulations to a Delaware-chartered stock corporation. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the Association's establishment of the Holding Company as a Maryland corporation subsidiary of the MidDelaware-Tier Companychartered corporation; (ii) the merger conversion of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity to an interim federal stock savings association (the “MHC Merger”"Interim One"); (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings association ("Interim Two") and its simultaneous merger with and into the Association; (iv) the merger of Interim One (formerly the MHC) with and into the Association, whereupon the outstanding common stock of the Mid-Tier Holding Company held by the MHC will be cancelled; (v) the establishment by the Company of a third interim federal stock savings association ("Interim Three"); (vi) the merger of Interim Three with and into the Holding Company Association, with the Holding Company Association as the surviving entity (the “Mid-Tier Company Merger”)entity; and (ivvii) the sale and exchange of the Common Shares (as hereinafter herein defined) and the exchange of the Exchange Shares (as hereinafter defined) Company pursuant to the PlanPlan of Conversion and Office of Thrift Supervision (the "OTS") regulations. As a result of the Mid-Tier Company Mergermerger of Interim Three with and into the Association, the Bank Association will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock par value per share $0.10 of the Mid-Tier Holding Company held ("Mid-Tier Holding Company Common Stock") by persons other than the MHC will be converted into shares the Common Shares of Holding the Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31, 2023 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties of Chautauqua, Erie and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHCBank, in accordance with the Plan plan of Conversion conversion and Reorganization, as amended reorganization adopted by the Boards Board of Directors of each of the MHC, the Mid-Tier Company and the Bank OBA Parties (the “Plan”), intends to convert from the mutual holding company form of organization into to the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System organization (the “FRBConversion”), pursuant to the following steps, or in any other manner that is consistent . In connection with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company MergerConversion, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with , and the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets corporate existence of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined)OBA Bancorp will cease. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 4,025,000 shares (subject to increase up to 6,612,500 4,628,750 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Shares” or “Common StockShares”) ), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31April 30, 2023 2008 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”)) and the 401(k) Plan, (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009 (“Supplemental Eligible Account Holders (as defined in the Plan) Holders”), and (4) Other Members (of the MHC as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription Offering 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 first to natural persons and trusts of natural persons residing in the New York counties Maryland Counties of Chautauqua, Erie ▇▇▇▇▇▇▇▇▇▇ and Cattaraugus, second to minority stockholders ▇▇▇▇▇▇ and the District of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general publicColumbia. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection with December 2007, the ConversionBank’s mutual predecessor reorganized into the mutual holding company form of organization by forming the MHC. The MHC currently owns 100% of the outstanding shares of OBA Bancorp. The MHC is a mutual holding company that has no stockholders and is controlled by its members. OBA Bancorp currently owns 100% of the outstanding shares of common stock of the Bank. OBA Bancorp has not issued shares of its stock to the public. Pursuant to the terms of the Plan, upon completion of the Conversion and the Offering, the MHC filed with and OBA Bancorp will cease to exist and the FRB an application on Form FR MM-AC, including copies Bank will be a wholly owned subsidiary of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”)Company. The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the Securities and Exchange Commission (the “SECCommission”) a registration statement on Form S-1 (File No. 333-285836161898) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended 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 SEC Commission 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 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 “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useCommission. In connection accordance with the Charter ConversionTitle 12, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Part 563b of the New York Banking Law and Part 87 Code of the General Federal Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFSConversion Regulations”) in connection with ), the Charter Conversion. The Bank MHC has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency Thrift Supervision (the “OCCOTS”) an Application For Conversion on Form AC (the “Form AC”), in connection including the Prospectus and the Conversion Valuation Appraisal Report prepared by RP Financial, LC., dated August 18, 2009 and as amended or supplemented, regarding the estimated pro forma value of the Common Shares (the “Appraisal”), and has filed such amendments 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 Company has filed with the Charter Conversion OTS an Application H-(e)l-S (the foregoing applications “Holding Company Application”) to become a savings and notices listed in this paragraph are collectively referred to herein loan holding company under the Home Owners’ Loan Act, as amended (“HOLA”) and the regulations promulgated thereunder (the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Control Act Regulations”).

The Offering. The MHC, in In accordance with the a Plan of Conversion and Reorganization, as amended Reorganization and Plan of Reorganization (the "Plan" or "Plan of Conversion") adopted by the Boards of Directors of the MHC, the Mid-Tier Holding Company and the Bank (Bank, the “Plan”), intends to MHC will convert from the a federally chartered mutual form of organization into the stock holding company form of organization, in compliance with the regulations to a Delaware-chartered stock corporation. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the Bank's establishment of the Holding Company as a Maryland corporation subsidiary of the MidDelaware-Tier Companychartered corporation; (ii) the merger conversion of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity to an interim federal stock savings bank (the “MHC Merger”"Interim One"); (iii) the conversion of the MHC's subsidiary stock holding company, the Mid-Tier Holding Company, to an interim federal stock savings bank ("Interim Two") and its simultaneous merger with and into the Bank; (iv) the merger of Interim One (formerly the MHC) with and into the Bank, whereupon the outstanding common stock of the Mid-Tier Holding Company held by the MHC will be cancelled; (v) the establishment by the Company of a third interim federal stock savings bank ("Interim Three"); (vi) the merger of Interim Three with and into the Holding Company Bank, with the Holding Company Bank as the surviving entity (the “Mid-Tier Company Merger”)entity; and (ivvii) the sale and exchange of the Common Shares (as hereinafter herein defined) and the exchange of the Exchange Shares (as hereinafter defined) Company pursuant to the PlanPlan of Conversion and Office of Thrift Supervision (the "OTS") regulations. As a result of the Mid-Tier Company Mergermerger of Interim Three with and into the Bank, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock par value per share $0.10 of the Mid-Tier Holding Company held ("Mid-Tier Holding Company Common Stock") by persons other than the MHC will be converted into shares the Common Shares of Holding the Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Common Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31, 2023 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties of Chautauqua, Erie and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain date, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversionconversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHCBank, in accordance with the Plan of Conversion and Reorganization, as amended adopted by the Boards of Directors of the MHC, the Mid-Tier Reorganization from a Mutual Savings Bank to a Mutual Holding Company and the Bank Stock Issuance Plan (the “Plan”), adopted by the Board of Trustees of the Bank, intends to convert from reorganize into the mutual form of organization into the stock holding company form of organization, organization (the “Reorganization”) in compliance with the laws of the Commonwealth of Massachusetts and the rules and regulations of the Massachusetts Division of Banks (the “Division”), the rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”) and the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment organization of the Holding Company as a Maryland corporation subsidiary of MHC by the Mid-Tier CompanyBank; (ii) the merger organization of the a Massachusetts-chartered interim stock saving bank subsidiary by MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC MergerStock Bank”); (iii) the merger of the Mid-Tier Company Bank with and into the Holding Company Stock Bank with the Stock Bank as the surviving entity; (iv) the organization by the MHC of the Mid-Tier Holding Company as a subsidiary thereof; (v) the surviving entity (contribution of all the “shares of common stock of Stock Bank to the Mid-Tier Company Merger”)Holding Company; and (ivvi) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Mergerforegoing steps, the Stock Bank will become a wholly owned subsidiary of the Mid-Tier Holding Company. Simultaneously with Company and the Mid-Tier Holding Company Merger, will become the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock majority owned subsidiary of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares purchased in the Offering (as hereinafter defined)MHC. Pursuant to the Plan, the Mid-Tier Holding Company will offer and sell up to 5,750,000 3,532,143 shares (subject to increase up to 6,612,500 4,061,964 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) ), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December 31November 30, 2023 (“Eligible Account Holders”), (2) the Bank’s taxTax-qualified employee benefit plansplans (as defined in the Plan), including the employee stock ownership plan established by the Bank (the “ESOP”), ) and (3) Supplemental Eligible Account Holders Employees, Officers, trustees and Corporators (as such terms are defined in the Plan) and (4) Other Members (as defined in of the Plan)Bank who are not Eligible Account Holders. Subject to the prior subscription rights of the above-listed parties, the Mid-Tier Holding Company may offer for sale in a community offering, which may occur be commenced concurrently with during or after the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties Massachusetts cities and towns of ChautauquaArlington, Erie Beverly, Danvers, Lexington, Lynn, Malden, Medford, Melrose, Peabody, Reading, Salem, Saugus, Stoneham, Wakefield, Winchester, and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain dateWoburn, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Winchester Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Holding Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” . It is acknowledged that the number of Shares to be sold in the Conversion Offering may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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 Mid-Tier Holding Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In connection addition, pursuant to the Plan and immediately following the completion of the Offering and the Reorganization, the Mid-Tier Holding Company will contribute in accordance with the ConversionPlan, subject to compliance with certain conditions as may be imposed by regulatory authorities, to the Winchester Savings Bank Charitable Foundation, a newly formed charitable foundation (the “Foundation”), $400,000 in cash and a number of shares of Common Stock equal to 2% of the Mid-Tier Holding Company’s issued and outstanding shares of Common Stock upon completion of the Reorganization (such shares hereinafter being referred to as the “Foundation Shares”). The Mid-Tier Holding Company currently plans to sell up to approximately 43.0% 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 filed will own approximately 55.0% of the Mid-Tier Holding Company’s issued and outstanding shares of Common Stock upon completion of the Reorganization and the Offering. The Bank, in accordance with the FRB an application on Form FR MM-ACMassachusetts General Laws and the rules and regulations regarding the reorganization of mutual savings banks into the mutual holding company form of organization (including, without limitation, Chapter 167H of the Massachusetts General Laws and Chapter 33, Subpart C of the Code of Massachusetts Regulations), as from time to time amended or supplemented (the “Massachusetts Regulations”), has filed the Plan with the Division and has filed such amendments thereto and supplementary materials as may have been required to the date hereof including but not limited to applications to reorganize into a mutual holding company structure, to establish a subsidiary savings bank of a mutual holding company, to establish a subsidiary holding company of a mutual holding company and to merge the Bank and the Stock Bank (such applications, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “Massachusetts Reorganization Application”), including copies of the MHCCompany’s Proxy Notice and Information Statement for a Special Meeting of its Members Corporators relating to the Conversion Plan (the “Members’ Proxy Information Statement”), the proxy/statement prospectus for Appraisal (as defined below), and the solicitation Prospectus. The Bank has filed with the FDIC a Notice of proxies from Intent to Convert and has filed such amendments thereto and supplementary materials as may have been required to the stockholders date hereof (such notice, as amended to date, if applicable, and as subsequently amended, if applicable, is hereinafter referred to as the “FDIC Notice”). The Bank also has filed with the FDIC (i) an application to approve the merger (the “Interagency Merger Application”) of the Bank with and into the Stock Bank to facilitate the transactions contemplated by the Plan and (ii) an Insurance of Accounts application for Stock Bank (the “Deposit Insurance Application”, such applications with the FDIC Notice collectively referred to as the “FDIC Applications”). The Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also MHC have filed with the FRB an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company joint application on Form FR Y-3 Y-3, and have filed such amendments thereto and supplemental materials as may have been required to become a bank holding company under Section 3 of the date hereof, for approval, pursuant to the Bank Holding Company Act of 1956, as amended (the “BHCA”) ), and the applicable regulations promulgated thereunder (the “BHCA Control Act Regulations”), as in effect at ) for the time. The FR Y-3MHC and the Mid-Tier Holding Company to become a bank holding companies with respect to the Stock Bank (such application, as amended or supplementedto date, if applicable, through the date hereof, and from time to time amended or supplemented hereafter is hereinafter referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application). The Mid-Tier Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836283752) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 Mid-Tier Holding Company in connection with the Offering (whether or not such revised prospectus is required to be filed by the Mid-Tier 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 that differs from the prospectus on file at the time the Registration Statement initially became effective, the term “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended Reorganization adopted by the Boards of Directors of the MHC, the Mid-Tier Company and the Bank (the “Plan”), intends to convert from the mutual form of organization into the stock holding company form of organization, in compliance with the regulations of the Board of Governors of the Federal Reserve System (the “FRB”), pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulations: (i) the establishment of the Holding Company as a Maryland corporation subsidiary of the Mid-Tier Company; (ii) the merger of the MHC with and into the Mid-Tier Company with the Mid-Tier Company as the surviving entity (the “MHC Merger”); (iii) the merger of the Mid-Tier Company with and into the Holding Company with the Holding Company as the surviving entity (the “Mid-Tier Company Merger”); and (iv) the sale of the Shares (as hereinafter defined) and the exchange of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result of the Mid-Tier Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the Mid-Tier Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter Conversion”). The outstanding shares of common stock of the Mid-Tier Company held by persons other than the MHC will be converted into shares of Holding Company common stock pursuant to an exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company to be outstanding upon the completion of the Conversion(as hereinafter defined) conversion as the percentage of Mid-Tier Company common stock owned by them in the aggregate immediately prior to consummation of the Conversion conversion before giving effect to (a) cash paid in lieu of any fractional interests of shares of Holding Company common stock, the effect of the shares issued to the Foundation (bas hereinafter defined), (c) assets of the MHC and (cd) any Shares purchased in the Offering (as hereinafter defined). Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 3,748,853 shares (subject to increase up to 6,612,500 4,311,181 shares) (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of December January 31, 2023 2020 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan) and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering, which may occur concurrently with the Subscription 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 first to natural persons and trusts of natural persons residing in the New York counties of ChautauquaCullman County, Erie and Cattaraugus, second to minority stockholders of the Mid-Tier Company as of a certain dateAlabama, and thereafter to cover orders of other members of the general public. It is anticipated that shares not subscribed for in the Subscription 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Cullman Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger Merger, and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further 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, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering. In addition, pursuant to the Plan and immediately following the completion of the Offering and the Conversion, the Holding Company will contribute to a newly formed charitable foundation (the “Foundation”) $100,000 in cash and a number of shares of Common Stock to equal to 2% of the Holding Company’s issued and outstanding shares of Common Stock upon completion of the Offering and the issuance of the Exchange Shares (such shares hereinafter being referred to as the “Foundation Shares”). In connection with the Conversion, the MHC filed with the FRB an application on Form FR MM-AC, including copies of the MHC’s Proxy Statement for a Special Meeting of its Members relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion and the contribution of cash and the Foundation Shares to the Foundation (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial▇▇▇▇▇▇ & Company, LC.Inc., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion Regulations”). The Holding Company has also filed with the FRB an Application to Become a Bank Holding Company and/or Acquire an Additional Bank or Bank Holding Company application on Form FR Y-3 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956H-(e)1 (together with any other required ancillary applications and/or notices, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the FRB has approved regulations promulgated thereunder (the Holding Company Application“Control Act Regulations”). The Holding Company has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836254220) (the “Registration Statement”), containing a prospectus relating to the Offering, for the registration of the Shares and the Exchange 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 “Prospectus” shall refer to the revised prospectus from and after the time said prospectus is provided to the Agent for such use. In connection with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 of the New York Banking Law and Part 87 of the General Regulations of the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services (the “NYSDFS”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFS, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”).

The Offering. The MHC, in In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion and ReorganizationConversion”), as amended adopted by the Boards of Directors of the MHCCompany, the Bank, the MHC and the Mid-Tier Company and Holding Company, the Bank (the “Plan”), intends to will convert from the mutual form of organization into the holding company structure to a fully public stock holding company form of organization, in compliance with the regulations structure. As part of the Board of Governors of the Federal Reserve System (the “FRB”)Plan, pursuant to the following steps, or in any other manner that is consistent with the purpose of the Plan and applicable laws and regulationssteps will be effectuated: (i) the establishment of the Holding Company will be organized as a Maryland corporation first-tier stock subsidiary of the Mid-Tier Holding Company; (ii) the merger of the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the surviving resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the members of the MHC will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their ownership interests in the MHC; (iii) immediately after the merger of MHC Merger, the Mid-Tier Holding Company will merge with and into the Holding Company with the Holding Company as the surviving resulting entity (the “Mid-Tier Company Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the members of the MHC as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (iv) immediately after the Mid-Tier Merger, the Company will offer for sale its common stock, no par value per share (the “Shares”) in the Offering (as defined herein). Each of the Shares (as hereinafter defined) and the exchange outstanding shares of the Exchange Shares (as hereinafter defined) pursuant to the Plan. As a result common stock, no par value per share, of the Mid-Tier Holding Company Merger, the Bank will become a wholly owned subsidiary of the Holding Company. Simultaneously with the (“Mid-Tier Holding Company Merger, the Bank will convert from a federal savings bank into a New York-chartered commercial bank that will be renamed “Lake Shore Bank” (the “Charter ConversionCommon Stock”). The outstanding shares of common stock of the Mid-Tier Company held ) owned by persons other than the MHC will shall automatically, without further action on the part of the holders thereof, be converted into shares of Holding Company common stock pursuant and become the right to an receive the Shares based upon the exchange ratio as defined in the Plan, which will result in the holders of such shares receiving and owning in the aggregate approximately the same percentage of the shares of common stock of the Holding Company Shares to be outstanding upon the completion of the Conversion(as hereinafter Conversion (as herein defined) as the percentage of outstanding Mid-Tier Holding Company common stock Common Stock owned by them in the aggregate immediately prior to the consummation of the Conversion (as defined herein) before giving effect to to: (a1) the payment of cash paid in lieu of issuing fractional exchange shares; and (2) any fractional interests of shares of Holding Company common stock, (b) assets of the MHC and (c) any Shares stock purchased by public stockholders in the Offering (as hereinafter defined)Offering. However, the exchange ratio may be adjusted downward to reflect the aggregate amount of existing Rockville Financial dividends paid to Rockville Financial MHC, Inc. and the initial capitalization of Rockville Financial MHC, Inc. Pursuant to the Plan, the Holding Company will offer and sell up to 5,750,000 shares (subject to increase up to 6,612,500 shares) (the “Shares”) of its common stockShares, $0.01 par value per share (the “Common Stock”) in a subscription offering (the “Subscription Offering”) to to: (1) depositors of the Bank with Qualifying Deposits Deposits, as defined in the Plan, as of June 30, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Plans (as defined in the Plan) as of December 31, 2023 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee benefit plans, including the employee stock ownership plan established by the Bank (the “ESOP”), ; and (3) Supplemental Eligible Account Holders (depositors of the Bank with Qualifying Deposits, as defined in the Plan) and , as of , 2010 (4) Other Members (as defined in the Plan“Supplemental Eligible Account Holders”). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer is offering for sale in a community offering, which may occur concurrently with the Subscription Offering offering (the “Community Offering,” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”)) that may be commenced concurrently with, during, or after the Subscription Offering, the Shares not subscribed for or ordered in the Subscription Offering Offering, to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given first to natural persons and trusts of (i) natural persons residing only in the Hartford, New York counties of Chautauqua, Erie London and Cattaraugus, second to minority stockholders of the Mid-Tier Company Tolland Counties in Connecticut; (ii) existing Rockville Financial’s public shareholders as of a certain date, ; and thereafter to cover orders of other members of the general public(iii) natural persons residing elsewhere in Connecticut. It is anticipated that shares not subscribed for in the Subscription and 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”) or, if applicable, a firm commitment underwritten offering (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Lake Shore Parties and the Agent relating to any firm commitment underwriting of the Shares, if applicable, or any other securities of the Holding Company. The conversion and reorganization of the MHC from mutual to stock holding company form, the formation of the Holding Company, the MHC Merger, the Mid-Tier Company Merger, the exchange of the Mid-Tier Company’s public stockholders’ shares for shares of Common Stock (the “Exchange Shares”), the acquisition of the capital stock of the Bank by the Holding Company as a consequence of the Mid-Tier Company Merger and the Offering are hereinafter referred to collectively as the “Conversion.” It is acknowledged that the number of Shares to be sold in the Conversion may be increased or decreased as described in the Prospectus (as hereinafter defined). It is further acknowledged that the purchase of Shares in the Offering is subject to the minimum and 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. In connection with Collectively, these transactions described in this Section 1 are referred to herein as the “Conversion.” Pursuant to the Plan, the MHC filed with Company and the FRB an application on Form FR MM-AC, including copies Bank intend to donate 3% of the MHC’s Proxy Statement for a Special Meeting of its Members relating net proceeds to the Conversion existing Rockville Financial Foundation, Inc. (the “Members’ Proxy Statement”), the proxy/statement prospectus for the solicitation of proxies from the stockholders of the Mid-Tier Company relating to the Conversion (the “Stockholders’ Proxy Statement”), the Conversion Valuation Appraisal Report (the “Appraisal”) prepared by RP Financial, LC., and the Prospectus, for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the FRB in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Part 239, subpart E of Regulation MM (as administered by the FRB) (the “Conversion RegulationsFoundation”). The Holding Company has also filed with 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 to become a bank holding company under Section 3 of the Bank Holding Company Act of 1956, as amended (the “BHCA”) and the applicable regulations thereunder (the “BHCA Regulations”), as in effect at the time. The FR Y-3, as amended or supplemented, if applicable, through the date hereof, is referred to as (the “Holding Company Application”) and the FRB has approved the Holding Company Application. The Holding Company has filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-285836169439) (the “Registration Statement”), ) containing a prospectus relating to the Offering, Offering for the registration of the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”), and a proxy statement/prospectus relating to the meeting of stockholders of the Mid-Tier Holding Company (the Shareholders’ Proxy Statement”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and has filed such amendments thereof and such amended prospectuses and Shareholders’ Proxy Statements 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 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 becomes effective, the term “Prospectus” shall refer to the revised prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is provided to filed with the Agent for such useSEC. In connection accordance with the Charter Conversion, the Bank has filed an Application to Convert from Federal Savings Bank to State Chartered Savings Bank, pursuant to Section 412 Banking Law of Connecticut and Title 36a of the New York Banking Law and Part 87 of the General Regulations of Connecticut State Agencies, which are issued by the Superintendent and from State Chartered Savings Bank to State Chartered Commercial Bank Pursuant to Section 12-a of the New York Connecticut Banking Law and Global Wild Card Relief Granted on April 17, 2018, with the New York State Department of Financial Services Commissioner (the “NYSDFSCommissioner”) in connection with the Charter Conversion. The Bank has filed a letter application to obtain the approval of the FDIC, pursuant to Section 5(i)(5) of the HOLA, 12 U.S.C. § 1464(i)(5), for the Charter Conversion and a Notice of Intent of Conversion Out, pursuant to 12 C.F.R. § 5.25, with the Office of the Comptroller of the Currency (the “OCC”), in connection with the Charter Conversion (the foregoing applications and notices listed in this paragraph are collectively referred to herein as the “Charter Conversion Application” and the applicable law and regulations of the NYSDFSFederal Deposit Insurance Corporation (“FDIC”) governing mutual-to-stock conversions (collectively, the FDIC and the OCC listed in this paragraph are collectively referred to herein as the “Charter Conversion Regulations”), the MHC filed an Application for Conversion with the Commissioner and a notice of intent to convert to stock form with the FDIC, and has filed such amendments thereto and supplementary materials as may have been required to the date hereof and amendments thereto as required by the Commissioner and the FDIC (collectively, the “Conversion Application”). The Company also has filed with the Board of Governors of the Federal Reserve System (the “FRB”) an Application FR Y-3 (the “Holding Company Application”) to become a bank holding company controlling the Bank under the Bank Holding Company Act of 1956 and regulations promulgated thereunder (collectively, the “BHCA”).