system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 1.1 1,265,000 Shares (subject to increase up to 1,454,750 shares in the event of an oversubscription) AFSALA BANCORP, INC. (a Delaware corporation) COMMON STOCK ($0.10 Par Value Per Share) Subscription Price: $10.00 Per Share AGENCY AGREEMENT ____________, 1996 Capital Resources, Inc. 1701 K Street, N.W. Suite 700 Washington, D.C. 20006 Ladies and Gentlemen: AFSALA Bancorp, Inc. (the "Company") and Amsterdam Federal Savings and Loan Association, a federally chartered mutual savings and loan association ("Association"), with its deposit accounts insured by the Savings Association Insurance Fund ("SAIF") administered by the Federal Deposit Insurance Corporation ("FDIC"), hereby confirm their agreement with Capital Resources, Inc. ("Capital Resources") as follows: SECTION 1. The Offering. The Association, in accordance with and pursuant to its plan of conversion adopted by the Board of Directors of the Association (the "Plan"), intends to be converted from a federally-chartered mutual savings and loan association to a federally-chartered stock savings bank and will sell all of its issued and outstanding stock to the Company. The Company will offer and sell its common stock (the "Common Stock") in a subscription offering ("Subscription Offering") to (1) tax qualified employee benefit plans of the Association, (2) depositors of the Association as of March 31, 1995 ("Eligible Account Holders"), (3) depositors of the Association as of June 30, 1996 ("Supplemental Eligible Account Holders"), (4) certain other deposit account holders and borrower members of the Association ("Other Members") and (5) to its employees, officers and directors, pursuant to rights to subscribe for shares of Common Stock (the "Shares"). Subject to the prior subscription rights of the above-listed parties, the Company may offer for sale in a public offering (the "Public Offering," and when referred to together with the Subscription Offering, the "Subscription and Public Offerings") conducted after the Subscription Offering, the Shares not so subscribed for or ordered in the Subscription Offering to the general public (all such offerees being referred to in the aggregate as "Eligible Offerees"). Shares may also be sold in the Public Offering by a selling group of broker-dealers organized and managed by Capital Resources. It is acknowledged that the purchase of Shares in the Subscription and Public Offerings is subject to maximum and minimum purchase limitations as described in the Plan and that the Company may reject in whole or in part any subscriptions received from subscribers in the Public Offering. The Company and the Association desire to retain Capital Resources to assist the Company with its sale of the Shares in the Subscription and Public Offerings. By and through this Agreement, the Company and the Association confirm the retention of Capital Resources to assist the Company and the Association during the Subscription and Public Offerings. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-l (File No. 333-6399) containing an offering prospectus relating to the Subscription and Public Offerings for the registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"), and has filed such amendments thereto, if any, and such amended prospectuses as may have been required to the date hereof (the "Registration Statement"). The prospectus, as amended, included in the Registration Statement at the time it initially becomes effective, is hereinafter called the "Offering Prospectus", except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") differing from the offering prospectus included in the Registration Statement at the time it initially becomes effective, the term "Offering Prospectus" shall refer to the offering prospectus filed pursuant to Rule 424(b) or (c) from and after the time said offering prospectus is filed with or mailed to the Commission for filing. In accordance with Title 12, Part 563b of the Code of Federal Regulations (the "Conversion Regulations"), the Association has filed with the Office of Thrift Supervision (the "OTS") an Application for Approval of Conversion on Form AC (the "Conversion Application") including the Offering Prospectus and has filed such amendments thereto, if any, as may have been required by the OTS. The Conversion Application has been approved by the OTS. The Company has filed with the OTS its application on Form H-(e)lS (the "Holding Company Application") to acquire the Association under the Home Owners' Loan Act, as amended (12 U.S.C. ss. 1467a) ("HOLA"). SECTION 2. Retention of Capital Resources; Compensation; Sale and Delivery of the Shares. Subject to the terms and conditions herein set forth,
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Extract the exact clause related to "Parties" from the excerpt above.