Exhibit 10.1


 


ESOP LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(“Loan Agreement”) is made and entered into as of _________, by and between _____________________, AS THE TRUSTEES
FOR THE MADISON BANK OF MARYLAND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Borrower”), a trust forming part of the
Madison Bank of Maryland Employee Stock Ownership Plan (“ESOP”); and MB BANCORP, INC. (“Lender”),
a corporation organized and existing under the laws of Maryland.


 


W I T N E S S E T H


 


WHEREAS, the Borrower
is authorized to purchase shares of common stock of MB Bancorp, Inc. (“Common Stock”), either directly from MB Bancorp,
Inc. or in open market purchases in an amount not to exceed _________________ (___________) shares of Common Stock.


 


WHEREAS, the Borrower
is authorized to borrow funds from the Lender for the purpose of financing authorized purchases of Common Stock; and


 


WHEREAS, the Lender
is willing to make a loan to the Borrower for such purpose;


 


NOW, THEREFORE,
the parties agree hereto as follows:


 


ARTICLE I


DEFINITIONS


 


The following definitions
shall apply for purposes of this Loan Agreement, except to the extent that a different meaning is plainly indicated by the context:


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which banks are authorized or required to close under federal or local
law or regulation.


 


“Code”
means the Internal Revenue Code of 1986, as amended (including the corresponding provisions of any succeeding law).


 


“Default”
means an event or condition which would constitute an Event of Default. The determination as to whether an event or condition would
constitute an Event of Default shall be determined without regard to any applicable requirements of notice or lapse of time.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended (including the corresponding provisions of any succeeding
law).


 


“Event of Default”
means an event or condition described in Article 5 of this Loan Agreement.


 


“Loan”
means the loan described in Section 2.1 of this Loan Agreement.


 


“Loan Documents”
means, collectively, the Loan Agreement, the Promissory Note and the Pledge Agreement and all other documents now or hereafter
executed and delivered in connection with such documents, including all amendments, modifications and supplements of or to all
such documents.


 


“Pledge Agreement”
means the agreement described in Section 2.8(a) of this Loan Agreement.


 


“Principal
Amount” means the face amount of the Promissory Note, determined as set forth in Section 2.1(c) of this Loan
Agreement.


 


“Promissory
Note” means the promissory note described in Section 2.3 of this Loan Agreement.


 




    	 



    	 



    

 


“Register”
means the register described in Section 2.9 of this Loan Agreement.


 


ARTICLE II


THE LOAN; PRINCIPAL AMOUNT;


INTEREST; SECURITY; INDEMNIFICATION


 


Section 2.1           The
Loan; Principal Amount.


 


(a)          The
Lender hereby agrees to lend to the Borrower such amount, and at such time, as shall be determined under this Section 2.1; provided,
however, that in no event shall the aggregate amount lent under this Loan Agreement from time to time exceed the greater of (i) __________________
($_________) or (ii) the aggregate amount paid by the Borrower to purchase up to __________________ (_________) 
shares of Common Stock.


 


(b)          Subject
to the limitations of Section 2.1(a), the Borrower shall determine the amounts borrowed under this Agreement, and the time at which
such borrowings are effected. Each such determination shall be evidenced in a writing which shall set forth the amount to be borrowed
and the date on which the Lender shall disburse such amount, and such writing shall be furnished to the Lender by notice from the
Borrower. The Lender shall disburse to the Borrower the amount specified in each such notice on the date specified therein or,
if later, as promptly as practicable following the Lender’s receipt of such notice; provided, however, that the Lender shall
have no obligation to disburse funds pursuant to this Agreement following the occurrence of a Default or an Event of Default until
such time as such Default or Event of Default shall have been cured.


 


(c)          For
all purposes of this Loan Agreement, the Principal Amount on any date shall be equal to the excess, if any, of:


 


(i)          the
aggregate amount disbursed by the Lender pursuant to Section 2.1(b) on or before such date; over


 


(ii)         the
aggregate amount of any repayments of such amounts made before such date.


 


The Lender shall maintain on the Register a
record of, and shall record in the Promissory Note, the Principal Amount, any changes in the Principal Amount and the effective
date of any changes in the Principal Amount.


 


Section 2.2           Interest.


 


(a)          The
Borrower shall pay to the Lender interest on the Principal Amount, for the period commencing with the first disbursement of funds
under this Loan Agreement and continuing until the Principal Amount shall be paid in full, at the rate of ___________  percent
(___%) per annum. Interest payable under this Agreement shall be computed on the basis of a year of 365 days and actual
days elapsed (including the first day but excluding the last) occurring during the period to which the computation relates.


 


(b)          Accrued
interest on the Principal Amount shall be payable by the Borrower on the dates set forth in Schedule I to the Promissory Note.
All interest on the Principal Amount shall be paid by the Borrower in immediately available funds.


 


(c)          Anything
in this Loan Agreement or the Promissory Note to the contrary notwithstanding, the obligation of the Borrower to make payments
of interest shall be subject to the


 




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limitation that payments of interest shall
not be required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible under the
law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Any such payment
referred to in the preceding sentence shall be made by the Borrower to the Lender on the earliest interest payment date or dates
on which the receipt thereof would be permissible under the laws applicable to the Lender limiting rates of interest which may
be charged or collected by the Lender. Such deferred interest shall not bear interest.


 


Section 2.3           Promissory
Note.


 


The Loan shall be evidenced
by the Promissory Note of the Borrower attached hereto as an exhibit payable to the order of the lender in the Principal Amount
and otherwise duly completed.


 


Section 2.4           Payment
of Trust Loan.


 


The Principal Amount of
the Loan shall be repaid in accordance with Schedule I to the Promissory Note on the dates specified therein until fully paid.


 


Section 2.5           Prepayment.


 


The Borrower shall be entitled
to prepay the Loan in whole or in part, at any time and from time to time; provided, however, that the Borrower shall give notice
to the Lender of any such prepayment; and provided, further, that any partial prepayment of the Loan shall be in an amount not
less than $1,000. Any such prepayment shall be: (a) permanent and irrevocable; (b) accompanied by all accrued interest through
the date of such prepayment; (c) made without premium or penalty; and (d) applied on the inverse order of the maturity of the installment
thereof unless the Lender and the Borrower agree to apply such prepayments in some other order.


 


Section 2.6           Method
of Payments.


 


(a)          All
payments of principal and interest payable hereunder shall be made in lawful money of the United States, in immediately available
funds, to the Lender at the address specified herein or pursuant to this Loan Agreement for notices to the Lender, on the date
on which such payment shall become due. Any such payment made on such date but after such time shall, if the amount paid bears
interest, and except as expressly provided to the contrary herein, be deemed to have been made on, and interest shall continue
to accrue and be payable thereon until, the next succeeding Business Day. If any payment of principal or interest becomes due on
a day other than a Business Day, such payment may be made on the next succeeding Business Day, and when paid, such payment shall
include interest to the day on which payment is in fact made.


 


(b)          Notwithstanding
anything to the contrary contained in this Loan Agreement or the Promissory Note, the Borrower shall not be obligated to make any
payment, repayment or pre-payment on the Promissory Note if doing so would cause the ESOP to cease to be an employee stock ownership
plan within the meaning of Section 4975(e)(7) of the Code or qualified under Section 401(a) of the Code or cause the Borrower to
cease to be a tax exempt trust under Section 501(a) of the Code or if such act or failure to act would cause the Borrower to engage
in any “prohibited transaction” as such term is defined in the Section 4975(c) of the Code and the regulations promulgated
thereunder which is not exempted by Section 4975(c)(2) or (d) of the Code and the regulations promulgated thereunder or in Section
406 of ERISA and the regulations promulgated thereunder which is not exempted by Section 408(b) of ERISA and the regulations promulgated
thereunder; provided, however, that in each case, the Borrower, may act or refrain from acting pursuant to this Section 2.6(b)
on the basis of an opinion of counsel. The Borrower may consult with counsel, and any opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in


 




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accordance with such opinion of counsel. Nothing
contained in this Section 2.6(b) shall be construed as imposing a duty on the Borrower to consult with counsel. Any obligation
of the Borrower to make any payment, repayment or prepayment on the Promissory Note or refrain from taking any other act hereunder
or under the Promissory Note which is excused pursuant to this Section 2.6(b) shall be considered a binding obligation of the Borrower,
or both, as the case may be, for the purposes of determining whether a Default or Event of Default has occurred hereunder or under
the Promissory Note and nothing in this Section 2.6(b) shall be construed as providing a defense to any remedies otherwise available
upon a Default or an Event of Default hereunder (other than the remedy of specific performance).


 


Section 2.7           Use
of Proceeds of Loan.


 


The entire proceeds of
the Loan shall be used solely for acquiring shares of Common Stock, and for no other purpose whatsoever.


 


Section 2.8           Security.


 


(a)          In
order to secure the due payment and performance by the Borrower of all of its obligations under this Loan Agreement, simultaneously
with the execution and delivery of this Loan Agreement by the Borrower, the Borrower shall:


 


(i)           pledge
to the Lender as Collateral (as defined in the Pledge Agreement), and grant to the Lender a first priority lien on and security
interest in, the Common Stock purchased with the Principal Amount, by the execution and delivery to the lender of the Pledge Agreement
attached hereto as an exhibit; and


 


(ii)          execute
and deliver, or cause to be executed and delivered, such other agreement, instruments and documents as the Lender may reasonably
require in order to effect the purposes of the Pledge Agreement and this Loan Agreement.


 


(b)          The
Lender shall release from encumbrance under the Pledge Agreement and transfer to the Borrower, as of the date on which any payment
or repayment of the Principal Amount is made, a number of shares of Common Stock held as Collateral determined pursuant to the
applicable provisions of the ESOP.


 


Section 2.9           Registration
of the Promissory Note.


 


(a)          The
Lender shall maintain a Register providing for the registration of the Principal Amount and any stated interest and of transfer
and exchange of the Promissory Note. Transfer of the Promissory Note may be effected only by the surrender of the old instrument
and either the reissuance by the Borrower of the old instrument to the new holder or the issuance by the Borrower of a new instrument
to the new holder. The old Promissory Note so surrendered shall be canceled by the Lender and returned to the Borrower after such
cancellation.


 


(b)          Any
new Promissory Note issued pursuant to Section 2.9(a) shall carry the same rights to interest (unpaid and to accrue) carried by
the Promissory Note so transferred or exchanged so that there will not be any loss or gain of interest on the note surrender. Such
new Promissory Note shall be subject to all of the provisions and entitled to all of the benefits of this Agreement. Prior to due
presentment for registration or transfer, the Borrower may deem and treat the registered holder of any Promissory Note as the holder
thereof for purposes of payment and other purposes. A notation shall be made on each new Promissory Note of the amount of all payments
of principal and interest theretofore paid.


 




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ARTICLE III


REPRESENTATIONS AND WARRANTIES OF THE BORROWER


 


The Borrower hereby represents
and warrants to the Lender as follows:


 


Section 3.1           Power,
Authority, Consents.


 


The Borrower has the power
to execute, deliver and perform this Loan Agreement, the Promissory Note and Pledge Agreement, all of which have been duly authorized
by all necessary and proper corporate or other action.


 


Section 3.2           Due
Execution, Validity, Enforceability.


 


Each of the Loan Documents,
including, without limitation, this Loan Agreement, the Promissory Note and the Pledge Agreement, has been duly executed and delivered
by the Borrower; and each constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with
its terms.


 


Section 3.3           Properties,
Priority of Liens.


 


The liens which have been
created and granted by the Pledge Agreement constitute valid, first liens on the properties and assets covered by the Pledge Agreement,
subject to no prior or equal lien.


 


Section 3.4           No
Defaults, Compliance with Laws.


 


The Borrower is not in
default in any material respect under any agreement, ordinance, resolution, decree, bond, note, indenture, order or judgment to
which it is a party or by which it is bound, or any other agreement or other instrument by which any of the properties or assets
owned by it is materially affected.


 


Section 3.5           Purchase
of Common Stock.


 


Upon consummation of any
purchase of Common Stock by the Borrower with the proceeds of the Loan, the Borrower shall acquire valid, legal and marketable
title to all of the Common Stock so purchased, free and clear of any liens, other than a pledge to the Lender of the Common Stock
so purchased pursuant to the Pledge Agreement. Neither the execution and delivery of the Loan Documents nor the performance of
any obligation thereunder violates any provisions of law or conflicts with or results in a breach of or creates (with or without
the giving of notice of lapse of time, or both) a default under any agreement to which the Borrower is a party or by which it is
bound or any of its properties is affected. No consent of any federal, state, or local governmental authority, agency, or other
regulatory body, the absence of which could have a materially adverse effect on the Borrower or the Trustee, is or was required
to be obtained in connection with the execution, delivery, or performance of the Loan Documents and the transaction contemplated
therein or in connection therewith, including without limitation, with respect to the transfer of the shares of Common Stock purchased
with the proceeds of the Loan pursuant thereto.


 


Section 3.6           ESOP;
Contributions.


 


The ESOP will qualify as
an “employee stock ownership plan” as defined in Section 4975(e)(7) of the Code. The ESOP provides that the ESOP sponsor
may make contributions to the ESOP in an amount necessary to enable the Trustee to amortize the Loan in accordance with the terms
of the Promissory Note; provided, however, that no such contributions shall be required if they would adversely affect the qualification
of the ESOP under Section 401(a) of the Code.


 




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Section 3.7           Trustee.


 


The trustee of the ESOP
has been duly appointed by the ESOP sponsor.


 


Section 3.8           Compliance
with Laws; Actions.


 


Neither the execution and
delivery by the Borrower of this Loan Agreement or any instruments required thereby, nor compliance with the terms and provisions
of any such documents by the lender, constitutes a violation of any provision of any law or any regulation, order, writ, injunction
or decree of any court or governmental instrumentality, or an event of default under any agreement, to which the Borrower is a
party, to which the Borrower is bound or to which the Borrower is subject, which violation or event of default would have a material
adverse effect on the Borrower. There is no action or proceeding pending or threatened against either the ESOP or the Borrower
before any court or administrative agency.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE LENDER


 


The Lender hereby represents
and warrants to the Borrower as follows:


 


Section 4.1           Power,
Authority, Consents.


 


The Lender has the power
to execute, deliver and perform this Loan Agreement, the Pledge Agreement and all documents executed by the Lender in connection
with the Loan, all of which have been duly authorized by all necessary and proper corporate or other action. No consent, authorization
or approval or other action by any governmental authority or regulatory body, and no notice by the Lender to, or filing by the
Lender with, any governmental authority or regulatory body is required for the due execution, delivery and performance of this
Loan Agreement.


 


Section 4.2           Due
Execution, Validity, Enforceability.


 


This Loan Agreement and
the Pledge Agreement have been duly executed and delivered by the Lender, and each constitutes a valid and legally binding obligation
of the Lender, enforceable in accordance with its terms.


 


ARTICLE V


EVENTS OF DEFAULT


 


Section 5.1           Events
of Default under Loan Agreement.


 


Each of the following events
shall constitute an “Event of Default” hereunder:


 


(a)          Failure
to make any payment or mandatory prepayment of principal of the Promissory Note when due, or failure to make any payment of interest
on the Promissory Note not later than five (5) Business Days after the date when due.


 


(b)          Failure
by the Borrower to perform or observe any term, condition or covenant of this Loan Agreement or of any of the other Loan Documents,
including, without limitation, the Promissory Note and the Pledge Agreement.


 




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(c)          Any
representation or warranty made in writing to the Lender in any of the Loan Documents, or any certificate, statement or report
made or delivered in compliance with this Loan Agreement, shall have been false or misleading in any material respect when made
or delivered.


 


Section 5.2           Lender’s
Rights upon Event of Default.


 


If an Event of Default
under this Loan Agreement shall occur and be continuing, the Lender shall have no rights to assets of the Borrower other than:
(a) contributions (other than contributions of Common Stock) that are made by the ESOP sponsor to enable the Borrower to meet its
obligations pursuant to this Loan Agreement and earnings attributable to the investment of such contributions and (b) “Eligible
Collateral” (as defined in the Pledge Agreement); provided, however, that: (i) the value of the Borrower’s assets transferred
to the Lender following an Event of Default in satisfaction of the due and unpaid amount of the Loan shall not exceed the amount
in default; (ii) the Borrower’s assets shall be transferred to the Lender following an Event of Default only to the extent
of the failure of the Borrower to meet the payment schedule of the Loan; and (iii) all rights of the Lender to the Common Stock
purchased with the proceeds of the Loan covered by the Pledge Agreement following an Event of Default shall be governed by the
terms of the Pledge Agreement.


 


ARTICLE VI


MISCELLANEOUS PROVISIONS


 


Section 6.1           Payments.


 


All payments hereunder
and under the Promissory Note shall be made without set-off or counterclaim and in such amounts as may be necessary in order that
all such payments shall not be less than the amounts otherwise specified to be paid under this Loan Agreement and the Promissory
Note, subject to any applicable tax withholding requirements. Upon payment in full of the Promissory Note, the Lender shall mark
such Promissory Note “Paid” and return it to the Borrower.


 


Section 6.2           Survival.


 


All agreements, representations
and warranties made herein shall survive the delivery of this Loan Agreement and the Promissory Note.


 


Section 6.3           Modifications,
Consents and Waivers; Entire Agreement.


 


No modification, amendment
or waiver of or with respect to any provision of this Loan Agreement, the Promissory Note, the Pledge Agreement, or any of the
other Loan Documents, nor consent to any departure from any of the terms or conditions thereof, shall in any event be effective
unless it shall be in writing and signed by the party against whom enforcement thereof is sought. Any such waiver or consent shall
be effective only in the specific instance and for the purpose for which given. No consent to or demand on a party in any case
shall, of itself, entitle it to any other or further notice or demand in similar or other circumstances. This Loan Agreement embodies
the entire agreement and understanding between the Lender and the Borrower and supersedes all prior agreements and understandings
relating to the subject matter hereof.


 


Section 6.4           Remedies
Cumulative.


 


Each and every right granted
to the Lender hereunder or under any other document delivered hereunder or in connection herewith, or allowed it by law or equity,
shall be cumulative and may be exercised from time to time. No failure on the part of the Lender or the holder of the Promissory
Note to exercise, and no delay in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise
of any right preclude any other or future exercise thereof or the exercise of any other


 




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right. The due payment and performance of the
obligations under the Loan Documents shall be without regard to any counterclaim, right of offset or any other claim whatsoever
which the Borrower may have against the Lender and without regard to any other obligation of any nature whatsoever which the Lender
may have to the Borrower, and no such counterclaim or offset shall be asserted by the Borrower in any action, suit or proceeding
instituted by the Lender for payment or performance of such obligations.


 


Section 6.5           Further
Assurances; Compliance with Covenants.


 


At any time and from time
to time, upon the request of the Lender, the Borrower shall execute, deliver and acknowledge or cause to be executed, delivered
and acknowledged, such further documents and instruments and do such other acts and things as the Lender may reasonably request
in order to fully effect the terms of this Loan Agreement, the Promissory Note, the Pledge Agreement, the other Loan Documents
and any other agreements, instruments and documents delivered pursuant hereto or in connection with the Loan.


 


Section 6.6           Notices.


 


Except as otherwise specifically
provided for herein, all notices, requests, reports and other communications pursuant to this Loan Agreement shall be in writing,
either by letter (delivered by hand or commercial messenger service or sent by registered or certified mail, return receipt requested,
except for routine reports delivered in compliance with Article VI hereof which may be sent by ordinary first-class mail) or telex
or telecopier addressed as follows:


 


(a)                       If
to the Borrower:


 


Madison Bank of Maryland Employee Stock Ownership Plan
Trust


1920 Rock Spring Road


Forest Hill, Maryland 21050


Attn: ________________


 


(b)                       If
to the Lender:


 


MB Bancorp, Inc.


1920 Rock Spring Road


Forest Hill, Maryland 21050


Attn: Julia A. Newton


 


Any notice, request or communication hereunder
shall be deemed to have been given on the day on which it is delivered by hand or by commercial messenger service, or sent by telex
or telecopier, to such party at its address specified above, or, if sent by mail, on the third Business Day after the day deposited
in the mail, postage prepaid, addressed as aforesaid. Any party may change the person or address to whom or which notices are to
be given hereunder, by notice duly given hereunder; provided, however, that any such notice shall be deemed to have been given
only when actually received by the party to whom it is addressed.


 


Section 6.7           Counterparts.


 


This Loan Agreement may
be signed in any number of counterparts which, when taken together, shall constitute one and the same document.


 




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Section 6.8           Construction;
Governing Law.


 


The headings used in the
table of contents and in this Loan Agreement are for convenience only and shall not be deemed to constitute a part hereof. All
uses herein of any gender or of singular or plural terms shall be deemed to include uses of the other genders or plural or singular
terms, as the context may require. All references in this Loan Agreement of an Article or Section shall be to an Article or Section
of this Loan Agreement, unless otherwise specified. This Loan Agreement, the Promissory Note, the Pledge Agreement and the other
Loan Documents shall be governed by, and construed and interpreted in accordance with, the laws of the State of Maryland.


 


Section 6.9           Severability.


 


Wherever possible, each
provision of this Loan Agreement shall be interpreted in such manner as to be effective and valid under applicable law; however,
the provisions of this Loan Agreement are severable, and if any clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or
part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provisions in this Loan Agreement in any jurisdiction. Each of the covenants, agreements and conditions contained
in this Loan Agreement are independent, and compliance by a party with any of them shall not excuse non-compliance by such party
with any other. The Borrower shall not take any action the effect of which shall constitute a breach or violation of any provision
of this Loan Agreement.


 


Section 6.10         Binding
Effect: No Assignment or Delegation.


 


This Loan Agreement shall
be binding upon and inure to the benefit of the Borrower and its successors and the Lender and its successors and assigns. The
rights and obligations of the Borrower under this Agreement shall not be assigned or delegated without the prior written consent
of the Lender, and any purported assignment or delegation without such consent shall be void.


 


[Signature page follows]


 




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IN WITNESS WHEREOF, the
parties have caused this Loan Agreement to be executed as of the date first written above.





 


	 	MADISON BANK OF MARYLAND
	 	EMPLOYEE STOCK OWNERSHIP PLAN TRUST
	 	 
	 	 


 


	 	 	 
	 	Trustee


 


	 	MB BANCORP, INC.
	 	 
	 	By:	 
	 	 	Julia A. Newton
	 	 	President and Chief Executive Officer


  




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ESOP PLEDGE AGREEMENT


 


THIS PLEDGE AGREEMENT
(“Pledge Agreement”) is made as of _______________, by and between ______________, AS TRUSTEES FOR THE
MADISON BANK OF MARYLAND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (“Pledgor”), and MB BANCORP, INC. (“Pledgee”).


 


W I T N E S S E T H


 


WHEREAS, this
Pledge Agreement is being executed and delivered to the Pledgee pursuant to the terms of a Loan Agreement (“Loan Agreement”),
by and between the Pledgor and the Pledgee;


 


NOW, THEREFORE,
in consideration of the mutual agreements contained herein and in the Loan Agreement, the parties hereto do hereby covenant and
agree as follows:


 


Section 1. Definitions.
The following definitions shall apply for purposes of this Pledge Agreement, except to the extent that a different meaning is plainly
indicated by the context; all capitalized terms used but not defined herein shall have the respective meanings assigned to them
in the Loan Agreement:


 


“Collateral”
shall mean the Pledged Shares and, subject to Section 5 hereof, and to the extent permitted by applicable law, all rights with
respect thereto, and all proceeds of such Pledged Shares and rights.


 


“ESOP”
shall mean the Madison Bank of Maryland Employee Stock Ownership Plan.


 


“Event
of Default” shall mean an event so defined in the Loan Agreement.


 


“Liabilities”
shall mean the amounts the Pledgor owes to the Pledgee under the Loan Agreement and the Promissory Note and any amendments thereto.


 


“Pledged
Shares” shall mean all the Shares of Common Stock of the Pledgee purchased by the Pledgor with the proceeds of the
loan made by the Pledgee to the Pledgor pursuant to the Loan Agreement, but excluding any such shares previously released pursuant
to Section 4 of this Pledge Agreement.


 


Section 2. Pledge.
  To secure the payment of and performance of all the Liabilities, the Pledgor hereby pledges to the Pledgee, and grants to the Pledgee,
a security interest in, and lien upon, the Collateral.


 


Section 3. Representations
and Warranties of the Pledgor.
  The Pledgor represents, warrants, and covenants to the Pledgee as follows:


 


(a)          the
execution, delivery and performance of this Pledge Agreement and the pledging of the Collateral hereunder do not and will not conflict
with, result in a violation of, or constitute a default under, any agreement binding upon the Pledgor;


 


(b)          the
Pledged Shares are and will continue to be owned by the Pledgor free and clear of any liens or rights of any other person except
the lien hereunder and under the Loan Agreement in favor of the Pledgee, and the security interest of the Pledgee in the Pledged
Shares and the proceeds thereof is and will continue to be prior to and senior to the rights of all others;


 




    	 



    	 



    

 


(c)           this
Pledge Agreement is the legal, valid, binding and enforceable obligation of the Pledgor in accordance with its terms;


 


(d)           the
Pledgor shall, from time to time, upon request of the Pledgee, promptly deliver to the Pledgee such stock powers, proxies, and
similar documents, satisfactory in form and substance to the Pledgee, with respect to the Collateral as the Pledgee may reasonably
request; and


 


(e)           subject
to the first sentence of Section 4(b) of this Pledge Agreement, the Pledgor shall not, so long as any Liabilities are outstanding,
sell, assign, exchange, pledge or otherwise transfer or encumber any of its rights in and to any of the Collateral.


 


Section 4. Eligible
Collateral.


 


(a)           As
used herein the term “Eligible Collateral” shall mean the amount of Collateral which has an aggregate fair market value
equal to the amount by which the Pledgor is in default or such lesser amount of Collateral as may be required pursuant to Section
13 of this Pledge Agreement.


 


(b)           The
Pledged Shares shall be released from this Pledge Agreement in a manner conforming to the requirements of Treasury Regulations
Section 54.4975-7(b)(8), as the same may be from time to time amended or supplemented, and the applicable provisions of the ESOP.
Subject to the Treasury Regulations, the Pledgee may from time to time, after any Default or Event of Default, and without prior
notice to the Pledgor, transfer all or any part of the Eligible Collateral in the name of the Pledgee or its nominee, without disclosing
that such Eligible Collateral is subject to any rights of the Pledgor and may from time to time, whether before or after any of
the Liabilities shall become due and payable, without notice to the Pledgor, take all or any of the following actions: (i) notify
the parties obligated on any of the Eligible Collateral to make payment to the Pledgee of any amounts due or due to become due
thereunder, (ii) release or exchange all or any part of the Eligible Collateral, or compromise or extend or renew for any period
(whether or not longer than the original period) any obligations of any nature of any party with respect thereto, and (iii) take
control of any proceeds of the Eligible Collateral.


 


Section 5. Delivery.


 


(a)           The
Pledgor shall deliver to the Pledgee upon execution of this Pledge Agreement (i) either (A) certificates for the Pledged Shares,
each certificate duly signed in blank by the Pledgor or accompanied by a stock transfer power duly signed in blank by the Pledgor
and each such certificate accompanied by all required documentary or stock transfer tax stamps or (B) if the Trustee does not yet
have possession of the Pledged Shares, an assignment by the Pledgor of all the Pledgor’s rights to and interest in the Pledged
Shares, and (ii) an irrevocable proxy, in form and substance satisfactory to the Pledgee, signed by the Pledgor with respect to
the Pledged Shares.


 


(b)           Subject
to Section 6 of this Pledge Agreement, (i) the Pledgor shall be entitled to exercise any and all voting and other rights pertaining
to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement, and (ii) the Pledgor
shall be entitled to receive any and all cash dividends or other distributions paid in respect of the Collateral.


 


Section 6. Events
of Default.


 


(a)           If a Default or Event of Default
shall be existing, in addition to the rights it may have under the Loan Agreement, the Promissory Note, and this Pledge Agreement,
or by virtue of any other instrument, (i) the Pledgee may exercise, with respect to the Eligible Collateral, from time to time,
any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the State of Maryland
or otherwise available to it, and (ii) the Pledgee shall have the right, for and in the name, place and stead of the Pledgor, to
execute endorsement, assignments, stock powers and other


 




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instruments of conveyance or transfer with
respect to all or any of the Eligible Collateral. Written notification of intended disposition of any of the Eligible Collateral
shall be given by the Pledgee to the Pledgor at least three (3) Business Days before such disposition. No action of the Pledgee
permitted hereunder shall impair or affect its rights in and to the Eligible Collateral. All rights and remedies of the Pledgee
expressed hereunder are in addition to all other rights and remedies possessed by it, including, without limitation, those contained
in the documents referred to in the definition of Liabilities in Section 1 hereof.


 


(b)           In
any sale of any of the Eligible Collateral after a Default or an Event of Default shall have occurred, the Pledgee is hereby authorized
to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order
to avoid violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number
of prospective bidders and purchasers or further restrict such prospective bidders or purchasers to persons who will represent
and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such
Eligible Collateral), or in order to obtain such required approval of the sale or of the purchase by any governmental regulatory
authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed
not to have been made in a commercially reasonable manner, nor shall the Pledgee be liable or accountable to the Pledgor for any
discount allowed by reason of the fact that such Eligible Collateral is sold in compliance with any such limitation or restriction.


 


Section 7. Payment
in Full. Upon the payment in full of all outstanding Liabilities, this Pledge Agreement shall terminate and the Pledgee
shall forthwith assign, transfer and deliver to the Pledgor, against receipt and without recourse to the Pledgee, all Collateral
then held by the Pledgee pursuant to the Pledge Agreement.


 


Section 8. No
Waiver. No failure or delay on the part of the Pledgee in exercising any right or remedy hereunder or under any other document
which confers or grants any rights to the Pledgee in respect of the Liabilities shall operate as a waiver thereof nor shall any
single or partial exercise of any such rights or remedy preclude any other or further exercise thereof or the exercise of any other
right or remedy of the Pledgee.


 


Section 9. Binding
Effect; No Assignment or Delegation. This Pledge Agreement shall be binding upon and inure to the benefit of the Pledgor,
the Pledgee and their respective successors and assigns, except that the Pledgor may not assign or transfer its rights hereunder
without the prior written consent of the Pledgee (which consent shall not unreasonably be withheld). Each duty or obligation of
the Pledgor to the Pledgee pursuant to the provisions of this Pledge Agreement shall be performed in favor of any person or entity
designated by the Pledgee, and any duty or obligation of the Pledgee to the Pledgor may be performed by any other person or entity
designated by the Pledgee.


 


Section 10. Governing
Law. This Pledge Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable
to agreements to be performed wholly within the State of Maryland.


 


Section 11. Notices.
All notices, requests, instructions or documents hereunder shall be in writing and delivered personally or sent by United States
mail, registered or certified, return receipt requested, with proper postage prepaid as follows:


 




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	 	(a)	If to the Pledgee:	 
	 	 	MB Bancorp, Inc.	 
	 	 	1920 Rock Spring Road	 
	 	 	Forest Hill, Maryland 21050	 
	 	 	Attn: Julia A. Newton	 
	 	 	 	 
	 	(b)	If to the Pledgor:	 
	 	 	Madison Bank of Maryland Employee Stock Ownership Plan Trust
	 	 	1920 Rock Spring Road	 
	 	 	Forest Hill, Maryland 21050	 
	 	 	Attn: ___________________________	 


 


or at such other address as either of the
parties may designate by written notice to the other party. If delivered personally, the date on which a notice, request, instruction
or document is delivered shall be the date on which such delivery is made, and, if delivered by mail, the date on which such notice,
request, instruction, or document is deposited in the mail shall be the date of delivery. Each notice, request, instruction or
document shall bear the date on which it is delivered.


 


Section 12. Interpretation.   Wherever
possible each provision of this Pledge Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision herein shall be prohibited by or invalid under such law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.


 


Section 13. Construction.   All provisions hereof shall be construed so as to maintain (a) the ESOP as a tax-qualified leveraged employee stock ownership
plan under Sections 401(a) and 4975(e)(7) of the Internal Revenue Code of 1986 (the “Code”), (b) the Trust as exempt
from taxation under Section 501(a) of the Code and (c) the loan as an exempt loan under Section 54.4975-7(b) of the Treasury Regulations
and as described in Department of Labor Regulation Section 2550.408b-3.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
this Pledge Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	MADISON BANK OF MARYLAND	 
	 	EMPLOYEE STOCK OWNERSHIP PLAN TRUST	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 
	 	Trustee	 


 


	 	MB BANCORP, INC.	 
	 	 	 	 
	 	By:  	 	 
	 	 	Julia A. Newton	 
	 	 	President and Chief Executive Officer	 


 




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ESOP PROMISSORY NOTE


 


FOR VALUE RECEIVED,
the undersigned, ________________ AS THE TRUSTEES FOR THE MADISON BANK OF MARYLAND EMPLOYEE STOCK OWNERSHIP PLAN
TRUST (the “Borrower”), hereby promises to pay to the order of MB BANCORP, INC. (the “Lender”)
up _______________________ dollars ($_______) payable in accordance with the Loan Agreement made and entered into
between the Borrower and the Lender of even date herewith (“Loan Agreement”) pursuant to which this Promissory Note
is issued.


 


The Principal Amount of
this Promissory Note shall be payable in accordance with the schedule attached hereto (“Schedule I”).


 


This Promissory Note shall
bear interest at the rate per annum set forth or established under the Loan Agreement, such interest to be payable in accordance
with Schedule I.


 


Anything herein to the
contrary notwithstanding, the obligation of the Borrower to make payments of interest shall be subject to the limitation that payments
of interest shall not be required to be made to the Lender to the extent that the Lender’s receipt thereof would not be permissible
under the law or laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Any
such payments of interest which are not made as a result of the limitation referred to in the preceding sentence shall be made
by the Borrower to the Lender on the earliest interest payment date or dates on which the receipt thereof would be permissible
under the laws applicable to the Lender limiting rates of interest which may be charged or collected by the Lender. Such deferred
interest shall not bear interest.


 


Payments of both principal
and interest on this Promissory Note are to be made at the principal office of the Lender or such other place as the holder hereof
shall designate to the Borrower in writing, in lawful money of the United States of America in immediately available funds.


 


Failure to make any payments
of principal on this Promissory Note when due, or failure to make any payment of interest on this Promissory Note not later than
five (5) Business Days after the date when due, shall constitute a default hereunder, whereupon the principal amount of accrued
interest on this Promissory Note shall immediately become due and payable in accordance with the terms of the Loan Agreement.


 


This Promissory Note is
secured by a Pledge Agreement between the Borrower and the Lender of even date herewith and is entitled to the benefits thereof.


 


	 	MADISON BANK OF MARYLAND
	 	EMPLOYEE STOCK OWNERSHIP PLAN TRUST
	 	 
	 	 
	 	 
	 	Trustee