In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Ex Input:
Exhibit 10.18   MAINTENANCE AGREEMENT   MAINTENANCE AGREEMENT (this Agreement), dated as of July 23, 2003, made by Universal Access, Inc., a corporation organized and existing under the laws of the State of Delaware (the Company), and CityNet Telecommunications, Inc., a corporation organized and existing under the laws of the State of Delaware (the Provider). All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Purchase Agreement (as defined below).   WITNESSETH:   WHEREAS, the Provider and the Company entered into that certain Stock Purchase Agreement (the Purchase Agreement) by and between the Provider and the Company dated as of April 7, 2003;   WHEREAS, pursuant to the Purchase Agreement, the Provider will transfer the Fiber Ring Assets to the Company upon the Closing;   WHEREAS, as a condition to the Closing, the Provider and the Company agreed to enter into this Agreement;   NOW, THEREFORE, in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:   SECTION 1 TERM OF AGREEMENT   1.1. Initial Term. This Agreement commences on the date first above written, and will remain in effect for the period of five (5) years, except as otherwise provided herein.   1.2. Extension of Term. This Agreement will extend automatically for monthly periods unless either party to this Agreement notifies the other party in writing at least thirty (30) days before the expiration of the then current term.   1.3 Termination of Term. Notwithstanding the foregoing, either party may terminate this Agreement at any time without liability by providing one hundred eighty (180) days written notice to the other party.   SECTION 2  DESCRIPTION OF SERVICES AND FEES   2.1. Services.   (a) The Provider or its affiliate will provide the Company, with respect to the Fiber Ring Assets, all maintenance services (including but not limited to jetwashing and related ancillary services) required under the Provider's license agreements with the municipalities in which the Fiber Ring Assets are located (each a City Rights Agreement), and monitoring, emergency response and emergency splicing (collectively, the Services). If a





  service call is required to restore the Fiber Ring Assets to good operating condition, the Company will notify the Provider promptly after it becomes aware of the service affecting problem.   (b) The Services shall not include any of the following:   (i) remedial or preventive maintenance service performed outside that expressly defined in this Section 2.1;   (ii) repair of damage or loss resulting from accident, neglect, misuse or abuse or causes other than ordinary use by the Company for the purpose for which any of the Fiber Ring Assets was designed (collectively, Repairs); provided that Services do include Repairs if the damage or loss is caused by the Provider;   (iii) making specification or field engineering changes;   (iv) unless authorized in writing by the Provider, services resulting from, or which are impractical for the Provider to render because of, any adjustment, repair, maintenance, modification or alteration of the Fiber Ring Assets by any person other than the Provider; and   (v) service calls required to restore any of the Fiber Ring Assets to good operating condition, if the Company fails to notify the Provider of a need for service within one (1) day of the Company's knowledge of such need, and such delay has made the provision of the Services more costly.   2.2. Availability of the Services and Repairs. The Provider will be available to provide the Services 24 hours per day, seven (7) days per week. Periodically during the term of this Agreement, the Provider will provide to the Company contact information and reasonable protocols to be followed in order to schedule performance of the Services.   2.3. Fees. In each of the first twelve months of this Agreement, the Company shall pay to the Provider $40,000 per month in exchange for the Services (the Service Fee). Upon each anniversary of the commencement of this Agreement, the Service Fee shall be increased by a percentage that reflects the actual increases in the Provider's cost of providing the Services, if any. All materials and labor required to provide any Repairs or any other services or other work not specified in Section 2.1(a) hereof requested by the Company shall be billed to the Company, in addition to the Service Fee as adjusted, at a rate equal to the Provider's actual cost plus 10% service/overhead fee.   SECTION 3  COVENANTS OF THE COMPANY   As a condition to receiving the Services under this Agreement, the Company hereby agrees and covenants as follows:





  3.1. Access to the Fiber Ring Assets. The Company will provide full and free access to the equipment in which to perform service on a 24/7 basis.   3.2. Operation of the Fiber Ring Assets. The Company shall take any and all actions, and refrain from taking any action, within the control of the Company, to ensure that the Provider remains in compliance with, and does not breach or violate the terms of, a City Rights Agreement or any other agreement related to the Fiber Ring Assets to which the Provider is a party. This obligation shall include operating the Fiber Ring Assets in such a manner, and performing certain of the obligations of the operator of the Fiber Ring Assets, so as to remain in compliance with such agreements. The Company acknowledges that it has received and reviewed each of the City Rights Agreements set forth on Schedule 3.2 hereto. The obligations under this Section 3.2 shall survive termination of this Agreement for the life of any applicable City Rights Agreement or similar license. In any sale of a fiber ring, any transferee must agree to assume these obligations from Buyer.   3.3. Transfer of the Fiber Ring Assets. The Company shall not sell, transfer or otherwise attempt to convey or dispose of any part of the Fiber Ring Assets, other than sales and leases of capacity or of individual fiber strands in the ordinary and usual course of business unless the Provider consents to such transaction, which consent will not be withheld if, (a) the proposed transferee consents in writing to the assumption of all obligations of the Company under this Agreement, including those obligations to be undertaken under other agreements pursuant to Section 3.3, and (b) all governmental approvals (under City Rights Agreements or otherwise) have been obtained, with the Provider having the right (if it elects) to coordinate such efforts if it is the counterparty under such agreements requiring approval (with the Company to pay the reasonable costs of doing so).   SECTION 4  COVENANTS OF THE PROVIDER   As a condition to receiving the Service Fee and any other fees payable to the Provider under this Agreement, the Company hereby agrees and covenants as follows:   4.1. Commercially Reasonable Efforts. The Provider shall undertake commercially reasonable efforts to provide the Services and Repairs. The Provider shall provide the Services and Repairs in a professional and workmanlike manner.   4.2. Access to Information. The Provider shall make available any and all information held by it that is necessary and reasonable for the Company to fulfill its obligations under Section 3.3 of this Agreement.   4.3 Maintenance of Insurance. The Provider will obtain and maintain appropriate liability insurance in an amount of not less than $1,000,000 combined single limit for accidents or occurrences which cause bodily injury, death or property damage related to the performance of the Services. The insurance policy willname the Company as an additional insured. The Provider will provide the Company with a certificate of insurance issued to evidence such coverage. Such certificate will provide that there shall be no cancellation, non-renewal, or modification of such coverage without thirty days' prior written notice to the Company.





  4.4 Operation of the Fiber Ring Assets. The Provider shall take any and all actions, and refrain from taking any action, within the control of the Provider, to ensure that the Company remains in compliance with, and does not breach or violate the terms of a City Rights Agreement.   SECTION 5  MISCELLANEOUS   5.1.  Excused Non-Performance. The Provider shall not be liable nor deemed to be in default for any delay or failure in performance under this Agreement resulting, directly or indirectly, from causes beyond the reasonable control of the Provider, provided that the Provider shall refund to the Company a pro rata portion of the Service Fee for any period in excess of two (2) weeks during which the Provider fails to or is unable for any reason to provide the Services or Repairs called for under this Agreement. Service provided under this Agreement does not assure uninterrupted operation of equipment.   5.2. Limited Warranty. The Provider shall provide maintenance under this Agreement for the fixed rate without regard to the number of legitimate service requests by the Company.   5.3 Limitation of Liability. EXCEPT AS STATED ABOVE, THE PROVIDER'S OBLIGATIONS UNDER THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED. ALL IMPLIED WARRANTIES ARE LIMITED TO THE DURATION OF THIS AGREEMENT. A PARTY'S TOTAL LIABILITY TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, SHALL BE:   (a) FOR BODILY INJURY OR DEATH TO ANY PERSON PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (b) FOR LOSS OR DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY A PARTY'S NEGLIGENCE, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (c) FOR ANY DAMAGES ARISING OUT OF THE WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY, THE AMOUNT OF DIRECT DAMAGES PROVEN;   (d) FOR ALL OTHER DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY TO THE OTHER PARTY DURING ANY TWELVE (12) MONTH PERIOD SHALL BE LIMITED TO THE LESSOR OF (i) DIRECT DAMAGES PROVEN BY THE PARTY, OR (ii) THE AMOUNT PAID BY THE COMPANY TO THE PROVIDER UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM.   The foregoing limitations do not apply to the Company's obligation to pay the Service Fees.





  THE PROVIDER SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR LOSS OF PROFIT, ARISING OUT OF THE PROVISION OF THE SERVICES OR REPAIRS, NOTWITHSTANDING ADVANCE NOTICE FROM THE COMPANY THAT THE POSSIBILITY OF SUCH DAMAGE OR LOSS EXISTS.   5.3. Notices. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to have been given if delivered by facsimile transmission, upon receipt, if by hand delivery, upon receipt, if sent by nationally recognized overnight courier service, one day after deposit with such, or if sent by registered or certified mail, upon the sooner of the date on which receipt is acknowledged or the expiration of three days after deposit in United States post office facilities properly addressed with postage prepaid. All notices to a party will be sent to the addresses set forth below or to such other address or person as such party may designate by notice to each other party hereunder:   TO THE PROVIDER:



CityNet Telecommunications, Inc. 8405 Colesville Road 6th Floor Silver Spring, Maryland 20910 Attention: General Counsel Facsimile: 301-608-8121       TO THE COMPANY:



Universal Access Global Holdings Inc. 233 S. Wacker Drive, Suite 600 Chicago, IL 60606 Attention: General Counsel Facsimile: 312-660-1290   If notice is sent by facsimile transmission, in order to be effective, such notice must also be sent by one of the other means of delivery identified above. Any notice given hereunder may be given on behalf of any party by his counsel or other authorized representatives.   5.4. Amendments. Any term, covenant, agreement or condition of this Agreement may be amended only in a writing signed by the Company and the Provider.   5.5. Assignment; Successors or Assigns. This Agreement and the rights and obligations hereunder may be assigned by the Provider upon written notice to the Company. All rights and obligations under this Agreement shall be binding upon any and all successors or assigns.   5.6. Survival. All covenants, representations and warranties made herein by the Company shall survive and not be waived by the execution and delivery of this Agreement.





  5.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.   5.8. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.   5.9. Governing Law; Submission To Jurisdiction; Venue.   (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED ACCORDING TO AND GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, EXCLUDING ITS CONFLICTS OF LAWS PRINCIPLES TO THE EXTENT SUCH PRINCIPLES WOULD LEAD TO THE APPLICATION OF A SUBSTANTIVE LAW OTHER THAN THE LAW OF THE STATE OF DELAWARE.   (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF DELAWARE OR IN ANY UNITED STATES DISTRICT COURT SITTING WITHIN THE STATE OF DELAWARE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE COMPANY AND THE PROVIDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE COMPANY AND THE PROVIDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT. EACH OF THE COMPANY AND THE PROVIDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, THAT MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.   (c) EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.





  5.10. Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.   5.11. Entirety. This Agreement represents the entire agreement of the parties hereto, and supersedes all prior agreements and understandings, oral or written, if any, relating to the transactions contemplated herein.





  IN WITNESS WHEREOF, the parties hereto have caused this Maintenance Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

UNIVERSAL ACCESS, INC.

By:



Name:

Title:

CITYNET TELECOMMUNICATIONS, INC.

By:



Name:

Title:





  SCHEDULE 3.2   City Rights Agreements   (1) Access and License Agreement dated December 8, 2000, between the Consolidated City of Indianapolis, Marion County, Indiana and the Department of Capital Asset Management (jointly as Licensor) and CityNet Telecommunications, Inc. as Licensee, as amended by the Amendment to the Access and License Agreement dated as of June 25, 2003, by and between Licensor, Licensee and Universal Access, Inc.   (2) License Agreement dated November 8, 2000, between the City of Albuquerque, New Mexico and CityNet Telecommunications, Inc.

Ex Output:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


Ex Input:
EXHIBIT 10.1

PROMOTION AGREEMENT

This Promotion Agreement (Agreement)  is entered into as of February 3, 2010 (Effective Date)  by and between  MiddleBrook Pharmaceuticals, Inc. (MBRK) ,  a Delaware corporation with offices at 7 Village Circle, Suite 100,  Westlake, TX 76262 and DoctorDirectory.com, Inc.  (DD) ,  a South Carolina Corporation, with offices at One Page  Avenue, Suite 280, Asheville, NC 28801.

WHEREAS DD provides advertising, promotion and marketing services to pharmaceutical companies that seek to  market their products to physicians and other allied medical professionals including nurses, nurse practitioners, and  physician assistants; and

WHEREAS MBRK markets prescription drug products, including its product known as MOXATAG® (MOXATAG)  to  licensed physicians, nurses, nurse practitioners, and physician assistants in the United States (US)  whose clinical  practice is consistent with MOXATAG's approved labeling; and

WHEREAS MBRK seeks to have MOXATAG promoted to as many licensed US physicians, nurse practitioners and  physician assistants whose clinical practice is consistent with MOXATAG's approved labeling as is possible and  practical.

THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the  Parties agree that DD will promote MOXATAG to certain US physicians and others as identified in this Agreement  subject to the terms and conditions as set forth below:

Section 1 — Definitions

The terms as used in this Agreement will have the meanings as follows:

(a)  Actual DD Target Segment MOXATAG TRx means the total actual number of MOXATAG prescriptions filled in  the US during the applicable Promotional Measurement Period and written by DD Target Segment Prescribers as  stipulated by the Prescriber Data.    (b)  Actual DD Target Segment MOXATAG TRx Tablets  means the average number of tablets contained in all  MOXATAG TRx during the applicable Promotional Measurement Period as stipulated by the Prescriber Data  including the tablet quantities as reported by IMS NPA weekly EUTRx (tablets) data, multiplied by Actual DD Target  Segment MOXATAG TRx.    (c)  Change of Control means the change of control of MBRK, as defined by any of the following events: A) any third  party acquires directly or indirectly the beneficial ownership of any voting security of MBRK representing fifty  percent (50%) of the total voting power of the then outstanding voting securities of MBRK; B) the consummation of a  merger, consolidation, recapitalization, or reorganization of MBRK with or by a third party which







    would result in fifty percent (50%) or more of the total voting power of MBRK stock being transferred to a third party;  or C) the stockholders or equity holders of MBRK approve a plan of complete liquidation of MBRK or an agreement for  the sale or disposition of all or substantially all the assets of MBRK.

(d)  Coupons means those coupons or vouchers provided by MBRK and distributed through a MBRK designee and  whose redemption is tracked by a MBRK designee, and redeemed by patients filling MOXATAG prescriptions  written by DD Target Segment Prescribers.    (e)  Cost of Coupon Redemption Amount means the redemption amount and the costs associated with printing  and processing those Coupons redeemed during the applicable Promotion Measurement period.    (f)   Cost of Samples Amount means the cost of manufacturing and delivering (including, without limitation, all  applicable freight, packaging and shipping costs) and costs of any third party vendors used in connection with  manufacturing and fulfillment of MOXATAG samples.    (g)  Deposit means that amount which MBRK shall deposit with DD upon the Promotion Commencement Date and as  subject to the adjustment outlined in Section 5.    (h)  DD Target Segment Prescribers means the licensed prescribers as defined in EXHIBIT 1.    (i)   Early Termination Fee means that amount equal to the most recent month's Promotion Fee prior to  termination, multiplied by the number of unexpired months remaining in the current year of the Agreement.    (j)   End of Agreement Fee  means the fee, in addition to any other amounts due, payable to DD (when this  Agreement is terminated as further described in Section 18(f)) that is equal to two (2) times the last month's  Promotional Fee earned by DD during the last month of the Agreement.    (k)  FDA means the federal Food and Drug Administration.    (l)   Gross Margin Per Tablet  means the Gross Margin calculated in accordance with GAAP and which excludes  those non-recurring and unusual items that the Parties agree are not resulting from activities under this Agreement  (GM Adjustment Items)  divided by the actual number of MOXATAG tablets (as report by IMS Health Rx data)  during the applicable Promotional Period. By way of example, these GM Adjustment Items where appropriate may  include inventory write-offs, changes to prior period reserve balances or foreign exchange gains or losses. MBRK agrees to provide a summary of any GM Adjustment Items to DD. The calculation of Gross Margin Per Tablet will  be based on U.S. sales of MOXATAG only. For periods after September 30, 2010, if the Gross Margin per Tablet is  less than $3.50, the Parties agree to re-evaluate the viability of the Agreement and if deemed necessary will use  commercially reasonable efforts to re-negotiate an amendment to the Agreement.







(m)  Gross Margin Per TRx  means the Gross Margin per MOXATAG Rx as calculated in accordance with GAAP  and which exclude GM Adjustment Items. The calculation of Gross Margin Per TRx will be based on U.S. sales of  MOXATAG only. For the period from the Effective Date through September 30, 2010, the Gross Margin per TRx  shall be $36.50.    (n)   Intellectual Property Rights  means any and all patents, copyrights, trade secrets, trademarks, and any and  all other intellectual property rights or interests.    (o)   Medical Professionals means licensed nurses, nurse practitioners, and physician assistants.    (p)   MOXATAG  means the prescription drug known as MOXATAG® (amoxicillin extended-release) Tablets 775 mg,  approved by the FDA, having NDC numbers 110442-142-03 and 110442-142-02 which is marketed in the US,  including currently and subsequently approved formulations, strengths, concentrations and delivery mechanisms.    (q)   MOXATAG Labeling shall mean (a) the FDA-approved full prescribing information for MOXATAG, including any  required patient information, and (b) all labels and other written, printed or graphic matter upon any container,  wrapper or any package insert or outsert utilized with or for MOXATAG.    (r)   Parties means DD and MBRK collectively.    (s)   Prescriber Data means the prescriber data supplied by a nationally recognized prescription data provider where  permitted under federal and state law, which is currently provided to MBRK by IMS Health.    (t)   Promotion Commencement Date means the first day of the month in which DD commences its promotion of  MOXATAG under this Agreement.    (u)   Promotion Fees means the Promotion Fees payable to DD by MBRK for the promotion services provided under  this Agreement as is calculated by and stipulated in Section 5, which represent fair market value for such services.    (v)   Promotional Materials shall mean all MBRK-approved and available sales representative training materials and  all MBRK-approved and available written, printed, graphic, electronic, audio or video matter, including, but not  limited to, journal advertisements, sales aids, formulary binders, reprints, direct mail, direct-to-consumer advertising, Internet postings, broadcast advertisements and sales reminder aids (for example, scratch pads, pens  and other such items), in each case created by a party or on its behalf and used or intended for use by DD and  MBRK in connection with any promotion of MOXATAG hereunder, or disease state or indication for which  MOXATAG is approved for treatment but excluding MOXATAG Labeling.    (w)   Promotional Measurement Period  means that month during which prescription activity for MOXATAG is  measured.    (x)   Territory shall mean the US, including all US territories, possessions and protectorates.    (y)   Up-Front Payment means the one-time payment of $50,000 to be made by MBRK to DD upon execution of this  Agreement.







Section 2 — Term

This Agreement shall commence as of the Effective Date and shall continue in full force and effect for an initial term of  three (3) years from the Promotion Commencement Date, divided into three one-year periods. Unless terminated in  accordance with the provisions of Section 18, this Agreement shall automatically renew for each subsequent one-year  term.

Section 3 — Obligations of DD

3.1 DD will promote MOXATAG to DD Target Segment Prescribers using its full suite of promotion solutions where DD  and MBRK deem appropriate, including but not limited to DD's a)  eSampling Platform, b) eLearning / eDetailing, c) Educational Email, d) Direct-to-Physician Bulletin Services, e)  Physician Portal Promotions, f) Patient Portal Promotions, g) Direct Mail Advertising, h) Coupon Promotions, i)  Consumer Condition Content, j) Search Engine Marketing and k) Mini Web Site Promotions where appropriate and with  prior written approval from MBRK. MBRK shall have final approval as to the promotion solutions utilized by DD in the  promotion of MOXATAG and DD will not deploy any promotion solution without such approval from MBRK. Such  promotion solutions are as listed in EXHIBIT 4. In the event that the Parties mutually agree on the provision of additional  services beyond those listed in EXHIBIT 4, such additional promotional solutions shall be approved by MBRK and  additional Appendices numbered sequentially (1, 2, 3, 4 etc.) setting forth in detail the additional services shall be duly  signed by authorized representatives of the Parties and attached to EXHIBIT 4 and incorporated herein. The services  contained in EXHIBIT 4 and any related modifications thereto represent those services that are reasonably necessary to  accomplish the promotion of MOXATAG. No services shall be provided by DD, or paid for by MBRK, except as agreed  to in writing by the Parties.

3.2. Notwithstanding any other provision of this Agreement, all Promotional Materials relating to MOXATAG that will be  utilized by DD, as well as the use and placement of such Promotional Materials, are subject to written approval by  MBRK prior to such use. DD agrees to provide draft and final versions of all Promotional Materials to MBRK for MBRK's  review and approval prior to DD's use of such Promotional Materials, provided such materials are developed or modified  by DD. MBRK has the authority to perform the final review of all Promotional Materials developed by DD. All Promotional  Materials are subject to MBRK's legal, medical and regulatory review and approval process. DD agrees to make all the  necessary changes and/or modifications requested by MBRK. DD shall not use Promotional Materials for any purpose  outside of this Agreement without prior written authorization from MBRK.

3.3. Notwithstanding any other provision of this Agreement, all MOXATAG sample request forms (hereinafter Sample  Request Forms)  utilized by DD to document a prescriber's request for MOXATAG samples are subject to written  approval by MBRK. DD agrees to provide draft and final versions of all Sample Request Forms to MBRK for MBRK's  review and approval prior to DD's use of such Sample Request Forms. MBRK has the authority to perform the final  review of all Sample Request Forms developed by DD or used in conjunct. All Sample Request Forms are subject to  MBRK's legal, medical and regulatory review and approval process. DD agrees to make all the necessary changes  and/or modifications requested by MBRK. DD shall not use Sample Request Forms for any purpose outside of this  Agreement without prior written authorization from MBRK.







3.4. Notwithstanding any other provision of this Agreement, DD shall not offer or provide any item to a DD Target  Segment Prescriber, without prior written approval by MBRK. The provision of any items shall be subject to MBRK's  legal, medical and regulatory review and approval process. In the event that MBRK authorizes the provision of items of  nominal value to a DD Target Segment Prescriber, DD shall track and record the item provided, the associated value,  the date of the transaction, and the recipient DD Target Segment Prescriber, including his or her credentials and the  state in which he or she is licensed, where possible.

3.5 DD shall use commercially reasonable efforts to promote MOXATAG to DD Target Segment Prescribers and agrees  to efficiently perform the services as described in EXHIBIT 4 in compliance with MBRK's policies and procedures, and  all applicable federal and state laws and regulations, including, without limitation, federal and state anti-kickback  statutes, regulations contained in 21 CFR (Code of Federal Regulations) as they pertain to promotional activity of an  FDA-approved pharmaceutical product and the US Department of Health and Human Services Office of Inspector General's (OIG) Compliance Program Guidance for Pharmaceutical Manufacturers (2003). DD agrees that it shall not  directly or indirectly offer, pay or transfer anything of value, in cash or in-kind, to induce DD Target Segment Prescribers  to purchase, order, or recommend MOXATAG, nor shall DD exert undue influence on the medical decision-making of  DD Target Segment Prescribers.

3.6. Both Parties agree to assign sufficient resources and personnel to discharge their respective responsibilities under  this Agreement in a timely manner and at all times operating using a professional standard of work as consistent with  industry standards.

3.7. DD shall select and shall have full and complete control of and responsibility for all actions of its agents, affiliates,  officers, directors, employees or subcontractors (hereinafter Representatives) and none of DD's Representatives are, or  shall be deemed to be, the Representatives of MBRK for any purpose whatsoever by virtue of this Agreement. MBRK  has no duty, liability or responsibility of any kind, to or for the acts or omissions of DD or any of DD's Representatives.  DD hereby acknowledges and agrees that DD shall cause each of DD's Representatives who participate in rendering the  services to comply with the terms of this Agreement. DD hereby acknowledges and agrees that DD is responsible for  the failure of any of DD's Representatives to comply with the terms of this Agreement.

3.8. DD shall be responsible for obtaining the necessary contracts and releases with or from all parties whose names,  likenesses, testimonials, scripts, musical compositions or similar materials, assets or rights are used in MBRK's  advertising, promotional, publicity or other materials prepared and produced by DD under this Agreement, except where  MBRK undertakes to be responsible for obtaining the same. Notwithstanding the foregoing, without the prior written  consent of MBRK, DD is not authorized hereunder or otherwise to enter into any contract or agreement in respect of the foregoing with a third party if such contract or agreement, directly or indirectly, imposes any obligations on MBRK.

3.9. All records maintained by DD pertaining to DD's services to MBRK pursuant to this Agreement shall be provided to  MBRK within 48 hours of MBRK's request. DD shall also make its records and other documents relevant to MBRK and  this Agreement available for audit or review by MBRK upon MBRK's request at a mutually agreed upon time. Upon  termination or expiration of this Agreement, if specifically requested by MBRK, DD shall provide originals or copies of  such records to MBRK.







Section 4 — Costs to Deliver DD Promotion

All costs incurred by DD to deploy its services to promote MOXATAG to DD Target Segment Prescribers will be the  responsibility of DD, except as provided in Section 6.

Section 5 — Up-Front Payment, Deposit and Promotion Fees

5.1. MBRK will pay DD an Up-Front Payment of $50,000 upon execution of this Agreement.

5.2. Additionally, MBRK shall pay a Deposit to DD equal to $100,000 upon the Promotion Commencement Date. Each  month the Parties will review the amount of the Deposit and where necessary MBRK will make an additional deposit  payment to DD in order to maintain a total Deposit with DD of at least two (2) times the current month's Promotion  Fees. For example, if in a month Promotion Fees are $105,000, then MBRK will increase the Deposit to two (2) times  $105,000, equal to $210,000. The Parties agree to meet via conference call within five (5) business days of the end of  each month to determine the necessary adjustment, if any, to the Deposit. If it is determined that the Deposit must be  increased, within ten (10) business days of the date upon which the new Deposit is determined, MBRK shall send to  DD the funds necessary to increase the Deposit. Notwithstanding the above, if during years 2 and 3 of this Agreement,  in the event MBRK's then current annual form 10-K filed with the SEC does not contain an audit opinion that expresses  doubt about MBRK's ability to continue as a going concern, then MBRK's requirement to maintain a Deposit is waived.  In all cases the Deposit amount will be used to settle any outstanding amounts due to DD by MBRK at the end of the  Agreement or at the time the Deposit requirement is waived.

5.3. Additionally, on or before the last day of each month, DD will invoice MBRK for the Promotion Fees due for the prior  month. Such Promotion Fees shall be calculated by:

(a) the following formula for the period from the Effective Date through September 30, 2010:

For example: if during the month of March 2010 (a) (A) above was 2,000 TRx and (B) above was $36.50 then MBRK  would be remit $36,500.00 to DD.

OR

(b) the following formula for the period from October 1, 2010 through termination of this Agreement:

  (A)   the Actual DD Target Segment MOXATAG TRx for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per TRx multiplied by:      (C)   50%.

  (A)   the Actual DD Target Segment MOXATAG TRx Tablets for the Promotional Measurement Period multiplied by:      (B)   the applicable Gross Margin Per Tablet multiplied by:      (C)   50%.







For example: if during the month of November 2010:

MBRK would remit $89,425.00 to DD:

These Promotion Fees represent fair market value payment for such services rendered.

The Parties recognize that Promotion Fees are to be settled on a monthly basis which requires the use of an estimated  Gross Margin Per Tablet amount until the actual Gross Margin Per Tablet for an applicable quarter can be determined.  Accordingly, to facilitate the calculation and settlement of monthly Promotion Fees for periods after September 2010,  the Parties agree that the Gross Margin Per Tablet used to settle the monthly Promotion Fees will be that as calculated  using the previous calendar quarter's Gross Margin Per Tablet data and current period's Actual DD Target Segment MOXATAG TRx. Such Promotion Fees for the three months in any calendar quarter will be subject to a true-up process  which will occur by the 15th of the second month of the following quarter. By way of example, Promotion Fees for each  of the months of April, May and June will be settled using the Gross Margin Per Tablet amount that has been calculated  for the quarter ended March 31 and will be subject to a true-up process to occur by August 15 with any adjustment to  such Promotion Fees being settled between the parties within 15 days thereafter.

5.4 In the event MBRK shall discontinue detailing prescribers in a territory that is not included in the then current DD  Target Segment Prescribers set forth in EXHIBIT 1 to this Agreement or any amendments thereto (New DD Target  Segment Prescribers), the Parties shall negotiate in good faith the Promotion Fee payable to DD should MBRK desire  that DD add those New DD Target Segment Prescribers to the DD Target Segment Prescribers.

5.5. The Promotion Fees shall be paid to DD by MBRK fifteen (15) days after the receipt of an invoice from DD by  MBRK.

5. 6. The basis for determining the Promotion Fees will be the Prescriber Data provided by MBRK to DD.

5.7. DD agrees to submit invoices to MBRK at the following address:

Attn: Accounts Payable  MiddleBrook Pharmaceuticals, Inc.  7 Village Circle, Suite 100  Westlake, TX 76262

  (A)=  Actual DD Target Segment MOXATAG TRx (5,000) x an average tablet amount for the month of (9.8 tablets)=  49,000      (B)=  3.65      (C)=  50%







Section 6 — Obligations of MBRK

6.1. Subject to the terms of confidentiality set forth in Section 10, MBRK agrees to make available to DD to the best of  its ability the items as stipulated in EXHIBIT 2. These items include the relevant portions of its marketing and  communications plan, approved sales promotion materials in electronic format where available, sales and training aids  relevant to MOXATAG and promotional items and packages for appropriate licensed physicians, nurses, nurse  practitioners and physician assistants. Additionally, MBRK or its authorized designee shall be responsible for the provision of MOXATAG samples in response to a prescriber's request as documented on a Sample Request Form and  MBRK or its authorized vendor shall be solely responsible for sample fulfillment in quantities agreed to by MBRK. At no  time shall DD take physical possession of or title to MOXATAG samples.

6.2. Notwithstanding any other provision of this Agreement, MBRK shall have the sole right and authority and in its sole  discretion shall take any actions that it deems appropriate with respect to MOXATAG as would normally be done in  accordance with accepted business practices and federal and state legal requirements to maintain the authorization  and/or ability to market MOXATAG in the US, including, without limitation, the following:

(a)  manufacturing, storage, and distribution of MOXATAG trade and sample product;    (b)  the scope and strategies with respect to the marketing and promotion of MOXATAG, including, without limitation,  any labeling or claims in connection therewith;    (c)  booking sales and distribution of MOXATAG hereunder and performance of related services;    (d)  handling all aspects of order processing, invoicing and collection, inventory and receivables;    (e)  providing customer support, including handling medical queries, and performing other functions consistent with  consumer practice for prescription pharmaceuticals;    (f)   responding to product and medical complaints relating to MOXATAG;    (g)  handling all returns of MOXATAG trade and sample product;    (h)  handling all voluntary recalls and market withdrawals of MOXATAG. In such a situation, DD will make available to  MBRK, upon request, all of DD's pertinent records on MOXATAG. Any and all reasonable and documented costs  and expenses incurred by DD in the conduct of any such recall or market withdrawal of MOXATAG shall be  reimbursed by MBRK, except to the extent such recall or market withdrawal was the direct result of the negligence  or failure of DD to comply with its obligations under this Agreement;    (i)   communicating with any governmental agencies and satisfying their requirements regarding all regulatory approvals  of MOXATAG; including the filing of marketing and promotion materials approved by MBRK under this Agreement  with the FDA in compliance with all FDA pharmaceutical marketing regulations;    (j)   reporting adverse reaction reports to US regulatory authorities as required by applicable US law or regulation;







6.3 Notwithstanding any other provision herein to the contrary, MBRK shall have the sole right and responsibility for  establishing and modifying the terms and conditions with respect to the sale of MOXATAG, including, without limitation,  the price at which MOXATAG will be sold, any discounts attributable to payments on receivables and distribution of  MOXATAG.

6.4. MBRK shall be responsible for the costs of obtaining, tracking, processing, formatting and reporting Prescriber  Data.

6.5. The Cost of Samples Amount and the Cost of Coupon Redemption Amount shall be paid by MBRK.

Section 7 — Independent Contractor

In the performance of DD's obligations under this Agreement, DD shall at all times act as and be deemed an  independent contractor. Nothing in this Agreement shall be construed to render DD or any of its employees, agents, or  officers, an employee, joint venturer, agent, or partner of MBRK. As an independent contractor, DD fees and expenses  are limited to those expressly stated in this Agreement. DD is not authorized to assume or create any obligations or  responsibilities, express or implied, on behalf of or in the name of MBRK, except as specifically defined herein. It is understood that the employees, methods, facilities, and equipment of DD shall at all times be under DD's exclusive  direction and control. DD shall not participate in MBRK's fringe benefit plans or any other compensation or benefit plans  MBRK maintains for its own employees.

Section 8 — Representations and Warranties

8.1. MBRK represents and warrants that it has the rights and authorizations required by federal and state agencies,  including but not limited to the FDA granting it the right to market MOXATAG in the US.

8.2. Each Party represents and warrants that it shall comply in all material respects with any and all applicable federal,  state, and local laws and regulations and industry guidances and standards applicable to the conduct of business and  the execution of any and all marketing and promotional services or activities pursuant to this Agreement, including but  not limited to: the federal anti-kickback statute, 42 U.S.C. § 1320a-7b(b); federal Food, Drug and Cosmetic Act and  relevant regulations; FDA promotional guidelines; FDA's Guidance on Industry-Supported Scientific and Educational  Activities (1997); US Department of Health and Human Services OIG Compliance Program Guidance for Pharmaceutical  Manufacturers (2003); the Pharmaceutical Research and Manufacturers of America (PhRMA)  Code on Interactions  With Healthcare Professionals; and ethics opinions of the American Medical Association (AMA).

(k)  reporting significant losses and thefts of MOXATAG to the appropriate state and federal regulatory authorities, as  required. In such a situation, DD will make available to MBRK, upon request, all of DD's pertinent records on  MOXATAG. Any and all reasonable and documented costs and expenses incurred by DD in the conduct of such  activities shall be reimbursed by MBRK, except to the extent such reporting obligations were the direct result of the  negligence or failure of DD to comply with its obligations under this Agreement; and

(l)  negotiating any and all agreements with managed care organizations, payers, wholesalers, group purchasing  organizations, and the like, regarding MOXATAG.







8.3. Each Party represents and warrants that it shall comply with any and all applicable federal, state, and local laws  and regulations related to the request and receipt of MOXATAG samples, including, but not limited to, the Prescription  Drug Marketing Act of 1987 (PDMA) of 1987, as amended, and the regulations promulgated thereunder.

8.4. Each Party represents and warrants that it shall comply with any and all applicable federal, state, and local laws  and regulations including, but not limited to, health, safety and security rules and regulations and all privacy laws and  regulations, including but not limited to applicable state privacy laws and regulations and the privacy requirements set  forth in the Health Insurance Portability and Accountability Act (HIPAA).

8.5. DD represents and warrants that (i) it shall comply with all applicable MBRK policies and procedures, including  MBRK policies governing interactions with physicians and other Medical Professionals; and (ii) it has the specific  industry knowledge, experience and expertise to perform all of its obligations hereunder in good faith and to industry  standards.

8.6. DD represents and warrants that neither DD nor, to DD's knowledge, any person DD employs in connection with  the services to be performed under this Agreement (i) have been debarred, suspended, proposed for debarment,  declared ineligible or voluntarily excluded from participation in this transaction by any federal or state law, regulation, or  action including, but not limited to, 21 U.S.C. § 335(a) and (b); (ii) have been convicted of a criminal offense related to healthcare; and (iii) have been listed by a federal department or agency as debarred, excluded, or otherwise ineligible for  participation in federal healthcare programs as set forth in 42 U.S.C. § 1320a-7, or any similar state law or regulation.  DD shall notify MBRK in writing immediately if it or any person it employs in connection with this Agreement or any  obligations performed hereunder, including any of its employees or other representatives or member of its senior  management, is debarred, is in the process of being debarred, , or if any action, suit, claim, investigation, or legal or  administrative proceeding is pending or is threatened, relating to the debarment or conviction of DD or any person it  employs in connection with this Agreement or any obligations performed hereunder.

Section 9 — Indemnification

9.1. DD shall indemnify and hold MBRK and its Representatives harmless from and against any and all claims, losses,  demands, causes of action, and any and all related costs and expenses including, but not limited to reasonable  attorneys'  fees, costs, and expenses, incurred by them in connection with any claim, suit or proceeding (hereinafter  Legal Claims), arising out of or in connection with: (1) any negligent or willful act or omission or error of DD, or any of  its Representatives, to the extent such Legal Claim does not arise from the negligent or willful act or omission of MBRK  or any of its Representatives; (2) any violation by DD, or any of its Representatives of any law, statute, ordinance or  regulation; (3) any breach by DD of any of its representations, warranties or obligations under this Agreement; or (4)  statements or representations by DD, or its Representatives, that are contrary to the MOXATAG Labeling or the approved Promotional Materials and/or outside the FDA-approved indication(s) for MOXATAG.







9.2. DD warrants that any Promotional Materials developed by DD or its Representatives under this Agreement, do not  infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party, and agrees to protect,  indemnify and hold harmless MBRK and its Representatives against any and all claims, losses, demands, causes of  action, and any and all related costs and expenses including, but not limited to reasonable attorneys'  fees, costs, and  expenses, incurred by them in connection with any assertion for such infringement, misappropriation or breach.

9.3. DD warrants that any promotional services rendered by DD or its Representatives under this Agreement, do not  infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third party, and agrees to protect,  indemnify and hold harmless MBRK and its Representatives against any and all claims, losses, demands, causes of  action, and any and all related costs and expenses including, but not limited to reasonable attorneys'  fees, costs, and  expenses, incurred by them in connection with any assertion for such infringement, misappropriation or breach.

9.4. MBRK warrants that MOXATAG does not infringe, misappropriate or otherwise violate any Intellectual Property  Rights of any third party, and agrees to indemnify and hold harmless DD and its Representatives against any and all  claims, losses, demands, causes of action, and any and all related costs and expenses including, but not limited to  reasonable attorneys'  fees, costs, and expenses, incurred by them in connection with any assertion for such  infringement, misappropriation or breach.

9.5. MBRK shall indemnify and hold DD harmless from and against any damages, loss or expenses, including  reasonable attorneys'  fees, DD may sustain or incur as the result of any Legal Claims made, brought, or threatened  against DD, arising out of: (1) any negligent or willful act or omission of MBRK, or any of its Representatives, to the  extent that such Legal Claim does not arise from the negligent or willful act or omission of DD, or any of its  Representatives; (2) any adverse events relating to the use of MBRK products; (3) assertions made in Promotional  Materials, provided MBRK approved such Promotional Materials prior to implementation, including those that DD  prepared for MBRK, and there are no deviations in such Promotional Material from the time MBRK provides DD with  approval of such Promotional Material to the time that such Promotional Material is produced, printed and/or distributed  by DD or on behalf of DD or MBRK; or (4) any breach by MBRK of any of its representations, warranties or obligations  under this Agreement.

9.6. A party seeking indemnification hereunder (an indemnified party)  shall promptly notify the other party (the  indemnifying party) of any claim for which it intends to seek indemnification pursuant to this Section 9 (an Indemnified  Claim) ,  upon becoming aware thereof, shall permit the indemnifying party at the indemnifying party's cost to defend  against such Indemnified Claim and to control the defense and disposition (including, without limitation, all decisions to  litigate, settle subject to the settlement conditions set forth below, or appeal) of such Indemnified Claim and shall  cooperate in the defense thereof. The indemnified party may, at its option and expense, have its own counsel participate  in any such proceeding and shall cooperate with the indemnifying party and its insurer in the disposition of any such  matter. Except with the prior consent of the indemnified party, which consent shall not be unreasonably withheld or  delayed, the indemnifying party may not enter into any settlement of any Indemnified Claim unless such settlement  includes an unqualified release of the indemnified party.

9.7. The provisions of this Section 9 shall survive the termination of this Agreement.







9.8. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, UNDER  ANY LEGAL OR EQUITABLE THEORY, FOR ANY INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND,  SUFFERED BY OR OTHERWISE COMPENSABLE TO SUCH OTHER PARTY, ARISING OUT OF, UNDER OR  RELATING TO THIS AGREEMENT, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH.

Section 10 —Confidentiality

Both Parties agree to be bound by the Confidentiality Agreement executed by DD and MBRK on December 8, 2009,  and which is incorporated by reference as part of this Agreement.

Section 11 — Intellectual Property

11.1. All materials (including Promotional Materials), documents, information, descriptions and suggestions of every  kind supplied to DD by MBRK or any other affiliate of MBRK in connection with and/or pursuant to this Agreement or  relationship established between DD and MBRK (including, without limitation, any such materials (including Promotional  Materials), documents, information, descriptions and suggestions supplied to DD by MBRK prior to the execution of this  Agreement) shall be the sole and exclusive property of MBRK and MBRK shall have the right to make whatever use it deems desirable of any such materials, documents, information, descriptions and suggestions. Upon termination or  expiration of this Agreement, DD shall promptly return such items, including all copies thereof, to MBRK or dispose of  such items as directed by MBRK.

11.2. DD agrees that any Intellectual Property Rights associated with Promotional Materials developed under this  Agreement shall be the exclusive property of MBRK.

11.3. Prior to presentation to MBRK of any work or work product produced by DD pursuant to this Agreement, DD, at its  own expense, shall insure that all such work or work product does not violate or infringe upon the Intellectual Property  Rights of any third party.

11.4. All trademarks, service marks or logos developed under this Agreement shall be the exclusive property of MBRK.

11.5. DD will not have the right to use the name of MBRK, MOXATAG, or MBRK's trademarks, service marks, logos, or  other similar marks in any manner except with the prior written approval of MBRK; provided that the foregoing shall not  prohibit DD's use of MBRK's names or marks in connection with the performance of the services in a manner consistent  with this Agreement. Nothing in this Agreement shall be construed to assign or license any rights to DD.

Section 12 — Assignment of Work Product

12.1. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DD hereby  sells, assigns and transfers to MBRK and MBRK shall be the exclusive owner, assignee, and transferee of the entire  right, title and interest, including all renewals for the entire world, in and to all work performed and work product  developed or produced under this Agreement, including, but not limited to, materials (including Promotional Materials),  writings, documents or other information conceived or reduced to practice or







authored by DD or any of DD Representative's, either solely or jointly with others, in connection with and/or pursuant to  this Agreement or the relationship established between DD and MBRK or with information, materials (including  Promotional Materials) or facilities of MBRK received or used by DD or DD's Representatives during the period in which  DD is retained by MBRK.

12.2. In the event DD retains the service of a third party to perform any of DD's obligations hereunder DD shall, prior to  commencement of any work by such third party, obtain the third party's written acknowledgement that all work done by  such third party shall be deemed work made for hire and that the copyright in such material shall rest and remain with  MBRK, or secure from such third party written assignment of all right, title and interest in and to the copyright in any  material created by such third party.

Section 13 — Governing Law / Choice of Forum

The Parties agree that the venue for any action, injunctive application or dispute determinable by a court of law arising  out of this Agreement and that this Agreement shall be governed by and construed and enforced in accordance with the  laws of the State of North Carolina, without giving effect to choice of law or arbitration provisions, and that the federal  and state courts therein shall have jurisdiction over the subject matter and the Parties.

Section 14 — Survival of Certain Provisions

The terms, provisions, representations, and warranties contained in Sections 3.7, 3.9, 9, 10, 11, 12, and 13 of this  Agreement by their terms are intended to survive the performance thereof by either party or both Parties hereunder shall  so survive the completion of performance, expiration, termination or cancellation of this Agreement.

Section 15 — Entire Agreement / Amendments

This Agreement, together with any exhibits and attachments hereto and any orders issued hereunder, constitutes the  entire agreement between the Parties hereto and shall supersede and take the place of any and all agreements,  documents, minutes of meetings or letters concerning the subject matter hereof that may, prior to the Effective Date, be  in existence. Furthermore, this Agreement shall supersede any and all pre-printed terms on any orders, invoices, and  other related documents and any and all orders issued by DD. This Agreement may only be amended by a statement in  writing to that effect signed by duly authorized representatives of MBRK and DD.

Section 16 — Severability

If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of  this Agreement shall continue in full force and effect. The Parties shall negotiate in good faith to substitute a valid, legal,  and enforceable provision that reflects the intent of such invalid or unenforceable provision.







Section 17 — Non Waiver

Either party's failure to enforce any of the terms or conditions herein or to exercise any right or privilege, or either party's  waiver of any breach under this Agreement shall not be construed to be a waiver of any other terms, conditions, or  privileges, whether of a similar or different type.

Section 18 — Termination and Fees

This Agreement may be terminated as follows:

(a) Either party hereto shall have the right to terminate this Agreement after thirty (30) days written notice to the other in  the event the other is in breach of this Agreement unless the breaching party cures the breach before the expiration of  such period of time. Each such notice shall set forth in reasonable detail the specifics of the breach.

(b) Either party shall have the right to terminate this Agreement effective upon written notice to the other party in the  event the non-notifying party becomes insolvent or makes an assignment for the benefit of creditors, or in the event  bankruptcy or insolvency proceedings are instituted against the non-notifying party or on the non-notifying party's behalf.

(c) Either party shall have the right to terminate this Agreement as per Section 19 below.

(d) MBRK may terminate this Agreement upon 60 days notice for a Change of Control subject to the Fees outlined in  paragraph (f) of this Section 18.

(e) Upon the termination or expiration of this Agreement, all obligations and rights of both MBRK and DD hereunder  shall terminate, except all obligations and rights (i) to make or receive payments becoming due prior to the date of  termination or expiration, (ii) to pay or receive payments for any damages from any breach of the Agreement and (iii)  otherwise provided in Section 14 of this Agreement. In addition to the foregoing, upon termination or expiration of this  Agreement for any reason, each party shall continue to maintain accurate records necessary to demonstrate  compliance with applicable laws, regulations and guidelines, including, without limitation, records relating to MOXATAG  promotion to DD Target Segment Prescribers.

(f) Termination for Change of Control and Fees — If MBRK terminates this Agreement in the first year of the Agreement  for any reason, then MBRK will pay DD a) an Early Termination Fee plus b) the End of Agreement Fee. If MBRK  terminates the Agreement in years 2 or 3 prior to the period 60 days before the anniversary date, then MBRK will pay  DD only the Early Termination Fee. If the Agreement is terminated in years 2 or 3 by MBRK providing notice to DD  within 60 days of the then current anniversary date of its intent not to renew, then MBRK will pay DD the End of  Agreement Fee but no Early Termination Fee.

Section 19 — Force Majeure

Each party shall be excused from liability for the failure or delay in performance of any obligation under this Agreement  by reason of any extraordinary, unexpected and/or unavoidable event, such as acts of God, fire, flood, explosion,  earthquake, or other natural forces, war, civil unrest, accident, destruction or other casualty, any lack or failure of  transportation facilities, any lack or







failure of supply of raw materials, any strike or labor disturbance, or any other event similar to those enumerated above.  Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in  performance and provided that the party has not caused such event(s) to occur. Notice by the failing party of such  party's failure or delay in performance due to force majeure must be given to the other party within ten (10) calendar days after its occurrence. All delivery dates under this Agreement that have been affected by force majeure shall be  tolled for the duration of such force majeure. In no event shall any party be required to prevent or settle any labor  disturbance or dispute. Notwithstanding the foregoing and except as otherwise provided in Section 18 above with  respect to MBRK's right to terminate this Agreement in the event that there is an inability to manufacture MOXATAG  due to force majeure events, should the event(s) of force majeure suffered by a party extend beyond a ninety (90) day period, the other party may then terminate this Agreement by written notice to the non-performing party.

Section 20 — Notices

All notices or other communications, which are required or permitted hereunder shall be in writing and sufficient if  delivered personally, sent by overnight courier with tracking capabilities, sent by first-class, registered or certified mail or  sent by confirmed facsimile transmission.

If notices to DD, to:

Jay Grobowsky  CEO  DoctorDirectory.com, Inc.  One Page Avenue, Suite 280  Asheville, NC 28801  Telephone: 888-796-4491 ext.101 Facsimile: 828-255-0442

If notices to MBRK, to:

John Thievon  CEO  MiddleBrook Pharmaceuticals, Inc.  7 Village Circle — Suite 100  Westlake, TX 76206  Telephone: 817-837-1200 Facsimile: 817-582-0410

With copy to:

Brad Cole  General Counsel  MiddleBrook Pharmaceuticals, Inc.  7 Village Circle — Suite 100  Westlake, TX 76206  Telephone: 817-837-1215 Facsimile: 817-582-0400







Section 21 — Disputes/Arbitration

21.1. In the event of any controversy or claim arising from or relating to any provision of this Agreement, or any term or  condition hereof, or the performance by a party of its obligations hereunder, or its construction or its actual or alleged  breach, the Parties will try to settle their differences amicably between themselves in negotiations between the Parties'  respective Presidents or their executive level designees. If the dispute has not been resolved to the mutual satisfaction  of the Parties within sixty (60) days after delivery of written notice of such dispute, either party may request binding  arbitration.

21.2. Any dispute which is not resolved by executive level negotiations will be settled by final and binding arbitration  before a single arbitrator in Asheville, NC and such arbitration will be conducted pursuant to then current rules of  arbitration of commercial disputes of the American Arbitration Association. Judgment upon the award rendered by the  arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover from the losing party reasonable attorney's fees, expenses and costs. In no event will the arbitrator have any right or power to  award punitive or exemplary damages.

Section 22 — Assignment/Change of Control

This Agreement shall bind the Parties hereto and their successors and assigns, provided that neither party shall have  the right to assign this Agreement or any part thereof to a third party without the prior written consent of the other party,  however such consent will not be unreasonably withheld.

[Signature Page to Follow]







IN WITNESS WHEREOF, the Parties hereto, each by a duly authorized representative, have executed this Agreement  as of the date first written above.

[Signature Page to Promotion Agreement]

                          DoctorDirectory.com, Inc.    MiddleBrook Pharmaceuticals, Inc.                         By: /s/ Jay Grobowsky   By: /s/ John Thievon

 Name: Jay Grobowsky      Name: John Thievon     Title:  CEO      Title:  President & CEO      Date:  February 3, 2010      Date:  February 3, 2010







EXHIBIT 1

TO AGREEMENT BETWEEN  DOCTORDIRECTORY.COM, INC. AND MBRK PHARMACEUTICALS, INC.  DATED FEBRUARY 3, 2010

DD TARGET SEGMENT PRESCRIBERS

The Parties agree that the list of DD Target Segment Prescribers (hereinafter, DD Target List) will be provided to  MBRK by DD. MBRK shall have final approval of the DD Target List. MBRK receipt and approval of the DD Target List  shall be documented in writing by the Parties. DD Target Segment Prescribers shall consist of only those licensed  prescribers whose clinical practice is consistent with MOXATAG's approved labeling, uses, and indication.

It is anticipated that the DD Target List may exclude at MBRK's discretion, those prescribers that MBRK includes it its  called upon healthcare practitioners, telemarketing program and as communicated to DD prior to the DD Target List  being approved by MBRK. Any subsequent modifications to the DD Target List will be as approved in writing by the  Parties.







EXHIBIT 2

TO AGREEMENT BETWEEN  DOCTORDIRECTORY.COM, INC. AND MBRK PHARMACEUTICALS, INC.  DATED FEBRUARY 3, 2010

MBRK DELIVERABLES

MBRK agrees to provide DD, to the best of its ability, with the following:

The Cost of Samples Amount and the Cost of Coupon Amount shall be at the expense of MBRK.

  •  Relevant portions of its MOXATAG marketing and communications plan,      •  MBRK-approved MOXATAG sales promotion materials in electronic format where available,      •  MOXATAG sales and training aids, including any eDetailing web site or relevant product materials,      •  All applicable MBRK policies and procedures that MBRK requires DD to comply with, including MBRK  policies governing interactions with physicians and other Medical Professionals,      •  Analysis where available regarding promotion effectiveness of prior promotions,      •  Any available market research concerning MOXATAG,      •  Direct mail collateral pieces as shall be used from time to time by MBRK to promote MOXATAG to DD Target  Segment Prescribers,      •   Timely review and approval of DD provided draft promotion material for use by DD,      •   The availability of MOXATAG Coupons and MOXATAG samples and the related fulfillment services as agreed  to in advance by MBRK,      •  Monthly reporting, detailed by prescriber of redemption of MOXATAG Coupons, and      •  Monthly and quarterly attendance at status meetings, as appropriate, which may be via telephone, web based  meeting/portal or face to face.







EXHIBIT 3

TO AGREEMENT BETWEEN  DOCTORDIRECTORY.COM, INC. AND MBRK PHARMACEUTICALS, INC.  DATED FEBRUARY 3, 2010

PRESCRIBER DATA

For purposes of this Agreement, Prescriber Data will be the prescription data for the activity within the U.S. for the USC  Level 2 #15151 — Aminopenicillins category, in sufficient detail to identify periodic prescribing activity of MOXATAG.  Such prescriber activity will be the basis for DD to calculate the Promotion Fees due as per Section 5 for the applicable  Promotion Measurement Period.







EXHIBIT 4

TO AGREEMENT BETWEEN  DOCTORDIRECTORY.COM, INC. AND MBRK PHARMACEUTICALS, INC.  DATED FEBRUARY 3, 2010

PROMOTION SOLUTIONS

DD will provide promotional solutions to promote MOXATAG to DD Target Segment Prescribers as approved by MBRK.  These services may include the following:

eSampling Platform — DD has created an eSampling platform that provides eligible prescribers with a virtual sample  closet. Eligible prescribers will be determined through an analysis of prescribers selected from the DD Target  Segment. Only those prescribers who possess a valid state license to prescribe MOXATAG and practice in a clinical  area consistent with MOXATAG's approved labeling will be eligible to receive MOXATAG samples. This closet will  provide a vehicle for these prescribers to order MOXATAG samples utilizing business rules created by MBRK. DD will  promote the availability of samples to agreed upon prescribers and all fulfillment of samples will be conducted by  MBRK's designated sample fulfillment provider in accordance with MBRK policies and procedures.

eLearning/eDetailing — DD may create an interactive learning platform that includes content of both an educational  and promotional nature. All content would be consistent with MOXATAG's approved labeling and product positioning.  The use of quizzes and interactive case presentations will be created to educate prescribers and promote interest in  the eLearning platform. DD will link and/or incorporate a MOXATAG eDetail into the learning platform, if available. DD  will attempt to use existing approved content for inclusion into the learning platform to expedite the MBRK approval  process. All content will be as approved by MBRK.

Educational Email — DD's philosophy is to use science to support the promotion of MOXATAG. Therefore, the  promotional program could include a series of educational messages that focus on clinical results and studies. These  messages may be non-branded or partially branded depending on the nature of the content and shall be consistent  with MOXATAG's approved labeling. New educational messages may be created and added as a result of ongoing  understanding of prescribers' attitudes and perceptions. All content shall be approved by MBRK.

Direct-to-Physician Bulletin Services — Promotional emails may be used to communicate the primary, secondary  and tertiary messages to the appropriate DD Target Segment Prescribers. The appropriate interval and frequency of  messaging needed to ensure high response rates and interest level will be determined in consultation with MBRK.







Promotional emails generally include one or more calls-to-action such as online sample offers, clinical data reprint  offers, and links to product website, eLearning Platform and/or a product eDetail, if available. Promotional emails shall  comply with the CAN-SPAM Act of 2003 (15 U.S.C. 7701 et. seq.).

Physician Portal Promotions — DD may place MOXATAG-specific promotion in the DD Professional site within  www.DoctorDirectory.com. Prescribers are required to logon or use an existing electronic communication to enter the  site, which allows DD to target specific promotion to those prescribers whose practice area is consistent with  MOXATAG's approved labeling. Promotion is in the form of rotating/flash tile ads and text links within the appropriate disease-state education and MOXATAG sample content areas. All Promotional Materials and their respective  placement shall be approved by MBRK.

Patient Portal Promotions — Where appropriate, DD may place standard banner ads on the DD website  www.DoctorDirectory.com that can be made visible to patients researching physicians. The site can accommodate  static and flash banners and business rules developed in conjunction with MBRK guide the number of ads served  based upon the number of banner ads within the Directory. In addition to the Directory's landing page, banners can be  also served within the appropriate prescriber search and return pages. Such banner ads will be linked only to those prescribers whose practice area is consistent with MOXATAG's approved labeling. All banner ads and their respective  placement shall be approved by MBRK.

Direct Mail Advertising — DD may use print mail to reach selected DD Target Segment Prescribers. Existing mail  creative concepts may be used or if needed, DD may create new mail concepts in concert with and as approved by  MBRK. At MiddleBrook's request, all direct mail advertising will include an opt-out option for recipient prescribers.

Coupon Promotions — DD may deploy a program to promote and distribute Coupons to appropriate targets as  determined by both DD and the MBRK. Coupons can be made available via email promotion, print mail, site  promotion, and within the online sample closet. All coupon promotion will be as approved by MBRK and shall not be  valid for purchases that are reimbursed in whole or in part by Medicare, Medicaid, or similar federal and state  programs), or for residents of Massachusetts if the purchase is reimbursed by a health care insurer.

Consumer Condition Content — DD may create pages of static disease and condition information consistent with  MOXATAG's approved labeling that are appropriate for consumers. Pages may include PDF documents for printing of  approved content such as take along pieces for patient office visits. All content will be as approved by MBRK.

Search Engine Marketing — DD may explore the use of specific search terms and phrases that can be used to  promote the product website and/or eLearning platform. Search terms shall be consistent with MOXATAG's approved  labeling. All search terms and sponsored link content will be as approved by MBRK.

Web Mini Site Promotion — DD may develop and deploy content rich mini sites that consist of static content but  offer additional web properties in which to promote MOXATAG. Such mini sites may also be deployed as part of a  search engine strategy as small content rich sites generally score well within search engine algorithms and place  high within the natural return list. All content will be as approved by MBRK.

DD will not deploy any promotional service relating to MOXATAG without prior written approval from MBRK. All related  Promotional Materials and associated content, as well as the use and placement of such Promotional Materials, are  subject to MBRK's legal, medical and regulatory review and approval process.

Ex Output:
Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?


Ex Input:
Exhibit 1.2

Up to 2,445,223 Shares

(subject to increase to up to 2,812,006 shares in the event of an increase in the pro forma market value of the Company's Common Stock)

Alliance Bancorp, Inc. of Pennsylvania (a federal stock holding company)

Common Stock (par value $.01 per share)

AGENCY AGREEMENT

November ___, 2006

SANDLER O'NEILL & PARTNERS, L.P. 919 Third Avenue, 6  Floor New York, New York 10022

Ladies and Gentlemen:

Greater Delaware Valley Holdings, A Mutual Company, a Pennsylvania-chartered mutual holding company (the PA MHC), Alliance Mutual Holding Company, a federal mutual savings and loan holding company in formation (the Federal MHC), Alliance Bancorp, Inc. of Pennsylvania, a federal stock holding company in formation (the Company), and Greater Delaware Valley Savings Bank d/b/a Alliance Bank, a Pennsylvania-chartered stock savings bank (the Bank), hereby confirm their agreement with Sandler O'Neill & Partners, L.P. (Sandler O'Neill or the Agent) with respect to the offer and sale by the Company of up to 2,445,223 shares (subject to increase to up to 2,812,006 shares in the event of an increase in the pro forma market value of the Company's common stock) of the Company's common stock, par value $.01 per share (the Common Stock). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the Securities.

The PA MHC and the Bank have determined to undertake a reorganization pursuant to which the Company will be created as a mid-tier holding company, the outstanding capital stock of the Bank will be exchanged for shares of the Common Stock, and the PA MHC will convert from a Pennsylvania-chartered mutual holding company to a federally-chartered mutual holding company under the name Alliance Mutual Holding Company, all in accordance with the Agreement and Plan

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of Reorganization, dated as of June 21, 2006, as may be amended from time to time pursuant to the terms thereof. Concurrently therewith, the Securities are being offered for sale in the Offerings (as defined below) in accordance with the Plan of Additional Stock Issuance dated June 21, 2006 as may be amended from time to time pursuant to the terms thereof. The Agreement and Plan of Reorganization and the Plan of Additional Stock Issuance are hereinafter referred to collectively as the Plans. The PA MHC and Federal MHC are hereinafter referred to collectively as the MHCs.

Pursuant to the Plans, the Company will offer to certain depositors of the Bank and to the Bank's tax qualified employee benefit plans, including the Bank's employee stock ownership plan (the ESOP) (collectively, the Employee Plans), rights to subscribe for the Securities in a subscription offering (the Subscription Offering). To the extent Securities are not subscribed for in the Subscription Offering, such Securities may be offered to certain members of the general public and to other persons in a community offering (the Community Offering), with preference given first to natural persons and trusts of natural persons residing in Delaware and Chester Counties, Pennsylvania and then to the Bank's stockholders as of ___________, 2006. The Community Offering, which together with the Subscription Offering, as each may be extended or reopened from time to time, is herein referred to as the Subscription and Community Offering, may be commenced concurrently with, during or after, the Subscription Offering. It is currently anticipated that any Securities not subscribed for in the Subscription and Community Offering will be offered, subject to Section 2 hereof, in a syndicated community offering (the Syndicated Community Offering). The Subscription and Community Offering and the Syndicated Community Offering are hereinafter referred to collectively as the Offerings. The conversion of the PA MHC from a state-chartered mutual holding company to a federally-chartered mutual holding company, the formation of the Company, the exchange of the capital stock of the Bank for capital stock of the Company and the Offerings are hereinafter referred to collectively as the Reorganization and Additional Stock Issuance. As a result of the Reorganization and Additional Stock Issuance, the Bank, which is currently 80.02% owned by the PA MHC, will become a wholly-owned subsidiary of the Company and the Company will be 55% owned by the Federal MHC. The Securities may be offered to the general public in a public offering (the Public Offering) in lieu of or subsequent to the Syndicated Community Offering. If there is a Public Offering, the Public Offering will be governed by a separate definitive purchase agreement as described in Section 2 hereof. It is acknowledged that the number of Securities to be sold in the Offerings may be increased or decreased in accordance with the Plans. If the number of Securities is increased or decreased, the term Securities shall mean such greater or lesser number, where applicable. In the event that a mid-tier holding company form of organization is not utilized, all pertinent terms of this Agreement will apply to the sale of the Bank's common stock.

The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (No. 333- 136853), including a related prospectus, for the registration of the Securities under the Securities Act of 1933, as amended (the Securities Act), has filed such amendments thereto, if any, and such amended prospectuses as may have been required to the date hereof by the Commission in order to declare such registration statement effective, and will file such additional amendments thereto and such amended prospectuses and prospectus supplements as may hereafter be required. Such registration statement (as amended to date, if applicable, and as from time to time amended or supplemented hereafter) and the prospectuses constituting a part thereof (including in each case all documents incorporated or deemed to be incorporated by reference

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therein and the information, if any, deemed to be a part thereof pursuant to the rules and regulations of the Commission under the Securities Act, as from time to time amended or supplemented pursuant to the Securities Act or otherwise (the Securities Act Regulations)), are hereinafter referred to as the Registration Statement and the Prospectus, respectively, except that if any revised prospectus shall be used by the Company in connection with the Subscription and Community Offering or the Syndicated Community Offering which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Securities Act Regulations), the term Prospectus shall refer to such revised prospectus from and after the time it is first provided to the Agent for such use.

Concurrently with the execution of this Agreement, the Company is delivering to the Agent copies of the Prospectus of the Company to be used in the Offerings. Such Prospectus contains information with respect to the Bank, the Company, the MHCs and the Common Stock.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) The Company, the Bank and the MHCs jointly and severally represent and warrant to the Agent as of the date hereof as follows:

(i) The Registration Statement has been declared effective by the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the Company, the MHCs and the Bank, threatened by the Commission. At the time the Registration Statement became effective and at the Closing Time referred to in Section 2 hereof, the Registration Statement complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the date hereof does not and at the Closing Time referred to in Section 2 hereof will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information with respect to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement or Prospectus (the Agent Information, which the Company, the MHCs and the Bank acknowledge appears only in the sixth paragraph of the section The Offering - Plan of Distribution and Marketing Arrangements of the Prospectus.)

(ii) At the time of filing the Registration Statement relating to the offering of the Securities and at the date hereof, the Company was not, and is not, an ineligible issuer, as defined in Rule 405 of the Securities Act Regulations. At the time of the filing of the Registration Statement and at the time of the use of any issuer free writing prospectus, as defined in Rule 433(h) of the Securities Act Regulations, the Company met the conditions required by Rules 164 and 433 of the Securities Act Regulations for the use of a free writing prospectus. If required to be filed, the Company has filed any issuer free writing

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prospectus related to the offered Securities at the time it is required to be filed under Rule 433 of the Securities Act Regulations and, if not required to be filed, will retain such free writing prospectus in the Company's records pursuant to Rule 433(g) of the Securities Act Regulations and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Securities the Company will file or retain such free writing prospectus as required by Rule 433 of the Securities Act Regulations.

(iii) As of the Applicable Time, neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus, all considered together (collectively, the General Disclosure Package), nor (ii) any individual Issuer-Represented Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration Statement relating to the offered Securities or any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein. As used in this paragraph and elsewhere in this Agreement:

1. Applicable Time means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase Securities.

2. Statutory Prospectus, as of any time, means the Prospectus relating to the offered Securities that is included in the Registration Statement relating to the offered Securities immediately prior to that time, including any document incorporated by reference therein.

3. Issuer-Represented Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433(h) of the Securities Act Regulations, relating to the offered Securities. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the Securities Act Regulations.

4. Issuer-Represented General Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

5. Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited- Use Free Writing Prospectus also includes any bona

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fide electronic road show, as defined in Rule 433 of the Securities Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii) of the Securities Act Regulations or otherwise, even though not required to be filed with the Commission.

(iv) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offerings and sale of the offered Securities or until any earlier date that the Company notified or notifies the Agent (as described in the next sentence), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement relating to the offered Securities, including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date of first use of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein.

(v) The MHCs and the Company have filed with the Office of Thrift Supervision (the OTS) an application for approval of their acquisition of the Bank (the Holding Company Application) on Form H-(e)1 promulgated under the savings and loan holding company provisions of the Home Owners' Loan Act, as amended (HOLA) and the regulations promulgated thereunder. The Holding Company Application includes a proxy statement for the special meeting of stockholders of the Bank called to approve the Agreement and Plan of Reorganization (the Proxy Statement). The MHCs and the Company have received written notice from the OTS of its approval of the Holding Company Application, such approval remains in full force and effect and no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the OTS. At the date of such approval and at the Closing Time referred to in Section 2, the Holding Company Application complied and will comply in all material respects with the applicable provisions of HOLA and the regulations promulgated thereunder. The Holding Company Application is truthful and accurate in all material respects.

The Company has filed with the Pennsylvania Department of Banking (the Department) an application for approval of its acquisition of the Bank (the Application for Approval to Acquire a Savings Bank). The Company has received written notice from the

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Department of its approval of the acquisition of the Bank, such approval remains in full force and effect and no order has been issued by the Department suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the Department. At the date of such approval and at the Closing Time referred to in Section 2, the Application for Approval to Acquire a Savings Bank complied and will comply in all material respects with the applicable provisions of the Banking Code of 1965 of the Commonwealth of Pennsylvania and the regulations promulgated thereunder. The Application for Approval to Acquire a Savings Bank is truthful and accurate in all material respects.

The Bank has filed with the Department an application for approval of the proposed merger between the Bank and Alliance Interim Savings Bank (the Application for Approval to Merge or Consolidate). The Bank has received written notice from the Department of its approval of the Application for Approval to Merge or Consolidate, such approval remains in full force and effect and no order has been issued by the Department suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the Department. At the date of such approval and at the Closing Time referred to in Section 2, the Application for Approval to Merge or Consolidate complied and will comply in all material respects with the applicable provisions of the Banking Code of 1965 of the Commonwealth of Pennsylvania and the regulations promulgated thereunder. The Application for Approval to Merge or Consolidate is truthful and accurate in all material respects.

The Bank and Alliance Interim Savings Bank have filed with the Federal Deposit Insurance Corporation (the FDIC) an application for approval of the proposed merger between the Bank and Alliance Interim Savings Bank (the Bank Merger Application). The Bank and Alliance Interim Savings Bank have received written notice from the FDIC of its approval of the Bank Merger Application, such approval remains in full force and effect and no order has been issued by the FDIC suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the FDIC. At the date of such approval and at the Closing Time referred to in Section 2, the Bank Merger Application complied and will comply in all material respects with the applicable provisions of the Bank Merger Act and the regulations promulgated thereunder. The Bank Merger Application is truthful and accurate in all material respects.

(vi) Pursuant to the rules and regulations of the OTS, as from time to time amended or supplemented (the OTS Regulations), the Company has filed with the OTS an Application for Approval of a Minority Stock Issuance by a Mid-Tier Subsidiary of a Mutual Holding Company (Form MHC-2) and has filed such amendments thereto and supplementary materials as may have been required to the date hereof. The Form MHC-2, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, is hereinafter referred to as the MHC Application. The Company has received written notice from the OTS of its approval of the MHC Application, such approval remains in full force and effect and no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the OTS. At the date of such approval and at the Closing Time referred to in Section 2, the MHC Application

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complied and will comply in all material respects with the applicable provisions of the OTS Regulations. The MHC Application is truthful and accurate in all material respects.

(vii) At the time of their use, the Proxy Statement and any other proxy solicitation materials will comply in all material respects with the applicable provisions of the OTS Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company, the MHCs and the Bank have filed the Prospectus and any supplemental sales literature with the Commission and the OTS. The Prospectus and all supplemental sales literature, as of the date the Registration Statement became effective and at the Closing Time referred to in Section 2, complied and will comply in all material respects with the applicable requirements of the OTS Regulations, and the Securities Act Regulations and, at or prior to the time of their first use, will have received all required authorizations of the OTS and Commission for use in final form.

(viii) None of the Commission, the OTS or any Blue Sky authority has, by order or otherwise, prevented or suspended the use of the Proxy Statement, the Prospectus or any supplemental sales literature authorized by the Company, the MHCs or the Bank for use in connection with the Offerings, and no proceedings for such purposes are pending or, to the knowledge of the Company, the MHCs or the Bank, threatened.

(ix) The Offerings and other transactions contemplated hereby do not and will not require any material consent, approval, authorization or permit or filing with any other governmental agency or regulatory authority, except as disclosed in the Prospectus.

(x) The Reorganization and Additional Stock Issuance has been approved by and the Plans have been duly adopted by the Boards of Directors of the Company, the Bank and the MHCs and such approval and adoption has not since been rescinded or revoked. At the Closing Time referred to in Section 2, the Company, the Bank and the MHCs will have completed the conditions precedent to the Reorganization and Additional Stock Issuance in accordance with the Plans, the applicable OTS Regulations and all other applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Reorganization and Additional Stock Issuance imposed upon the Company, the Bank or the MHCs by the OTS, the FDIC, or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Reorganization and Additional Stock Issuance.

(xi) RP Financial, LC (the Appraiser), which prepared the valuation of the Bank as part of the Reorganization and Additional Stock Issuance, has advised the Company, the MHCs and the Bank in writing that it satisfies all requirements for an appraiser set forth in the OTS Regulations and any interpretations or guidelines issued by the OTS or its staff with respect thereto.

(xii) Deloitte & Touche LLP, the accountants who audited and reported on the consolidated financial statements and supporting schedules of the Bank and its subsidiaries

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included in the Registration Statement, have advised the Company, the MHCs and the Bank in writing that they are independent public accountants within the meaning of the Code of Ethics of the American Institute of Certified Public Accountants (the AICPA), that they are registered with the Public Company Accounting Oversight Board (PCAOB) and such accountants are, with respect to the Company, the MHCs and the Bank, independent certified public accountants as required by, and are not in violation of the auditors independence requirements of, the Securities Act, the Securities Act Regulations and OTS Regulations.

(xiii) The only direct or indirect subsidiary of the Company upon completion of the Reorganization and Additional Stock Issuance will be the Bank; the only direct or indirect subsidiaries of the Bank are Alliance Delaware Corporation, 541 Corp., and Alliance Financial and Investment Services LLC (collectively, the Subsidiaries). Except for the Subsidiaries, none of the Company, the MHCs or the Bank, directly or indirectly, controls any other corporation, limited liability company, partnership, joint venture, association, trust or other business organization.

(xiv) The consolidated financial statements and the related schedules and notes thereto included in the Registration Statement and the Prospectus present fairly the financial position of the Bank and its subsidiaries at the dates indicated and the results of operations, retained earnings, equity and cash flows for the periods specified, and comply as to form with the applicable accounting requirements of the Securities Act Regulations and the OTS Regulations; except as otherwise stated in the Registration Statement and Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis; and the supporting schedules and tables included in the Registration Statement and Prospectus present fairly the information required to be stated therein. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein.

(xv) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein (A) there has been no material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the MHCs, the Bank and the Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (B) except for transactions specifically referred to or contemplated in the Registration Statement and Prospectus, there have been no transactions entered into by the Company, the MHCs or the Bank, other than those in the ordinary course of business consistent with past practice, which are material with respect to the Company, the MHCs, the Bank and the Subsidiaries, considered as one enterprise, (C) the capitalization, liabilities, assets, properties and business of the Company, the MHCs and the Bank conform in all material respects to the descriptions contained in the Prospectus and none of the Company, the MHCs or the Bank has any material liabilities of any kind, contingent or otherwise, except as disclosed in the Registration Statement or the Prospectus and (D) none of the Company, the MHCs or the Bank will have issued any securities or incurred any liability or obligation, direct or

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contingent, or borrowed money, except borrowings in the ordinary course of business consistent with past practice from the same or similar sources and in similar amounts as indicated in the Prospectus.

(xvi) The Company, upon completion of its formation, and in any event no later than Closing Time will be duly organized and validly existing as a federal stock holding company chartered under the laws of the United States of America with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby. The Company, upon completion of its formation, and in any event no later than the Closing Time will be duly qualified to transact business and in good standing under the laws of the United States of America, in the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a material adverse effect on the financial condition, results of operations, business affairs or prospects of the Company, the MHCs and the Subsidiaries, considered as one enterprise (a Material Adverse Effect).

(xvii) Upon completion of the Offerings as described in the Prospectus, the issued and outstanding capital stock of the Company will be within the range as set forth in the Prospectus under Capitalization (except for subsequent issuances, if any, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus). The authorized capital stock of the Company consists of 15,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (Company Preferred Stock). No shares of Common Stock or Company Preferred Stock have been or will be issued prior to the Closing Time referred to in Section 2 hereof. At the date hereof and at the Closing Time, the Securities will have been duly authorized for issuance and, when issued and delivered by the Company pursuant to the Plans against payment of the consideration calculated as set forth in the Plans and stated on the cover page of the Prospectus, will be duly and validly issued and fully paid and nonassessable. The terms and provisions of the Common Stock and the other capital stock of the Company conform to all statements relating thereto contained in the Prospectus. The certificates representing the shares of Common Stock will conform to the requirements of applicable law and regulations. The issuance of the Securities is not subject to preemptive or other similar rights, except for subscription rights granted pursuant to the Plans in accordance with the OTS Regulations.

(xviii) The PA MHC has been duly organized and is validly existing as a mutual savings and loan holding company chartered under the laws of the Commonwealth of Pennsylvania with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby; and the PA MHC is duly qualified to transact business and is in good standing under the laws of the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a

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Material Adverse Effect. The Federal MHC, upon completion of its formation, and in any event no later than the Closing Time will be duly organized and validly existing as a federal mutual savings and loan holding company chartered under the laws of the United States of America with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby; and the Federal MHC is duly qualified to transact business and is in good standing under the laws of the United States of America, in the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect.

(xix) The MHCs have no capital stock. All holders of the savings, demand or other authorized accounts of the Bank are members of the MHCs. As of the Closing Time referred to in Section 2, the MHCs will not own any equity securities or any equity interest in any business enterprise except as described in the Prospectus.

(xx) The Bank has been duly organized and is validly existing as a stock savings bank chartered under the laws of the Commonwealth of Pennsylvania with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby; and the Bank is duly qualified to transact business and is in good standing under the laws of the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect.

(xxi) The authorized capital stock of the Bank is 10,000,000 shares of common stock, par value $.01 per share (Bank Common Stock), and 5,000,000 shares of preferred stock, par value $.01 per share (Bank Preferred Stock), and the issued and outstanding capital stock of the Bank is 3,442,383 shares of Bank Common Stock and zero shares of Bank Preferred Stock. No shares of Bank Preferred Stock have been or will be issued prior to the Closing Time referred to in Section 2 hereof.

The issued and outstanding shares of Bank Common Stock have been duly and validly issued and are fully paid and nonassessable. Shares of Bank Common Stock owned beneficially and of record by the PA MHC are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim; the terms and provisions of the Bank Common Stock conform to all statements relating thereto contained in the Prospectus, and the certificates representing the shares of the Bank Common Stock comply with the requirements of applicable laws and regulations; and the issuance of the Bank Common Stock is not subject to preemptive or similar rights; and there are no other warrants, options or rights of any kind to acquire additional shares of Bank Common Stock or any shares of Bank Preferred Stock other than as disclosed in the Prospectus.

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(xxii) The Company, the MHCs, the Bank and the Subsidiaries have each obtained all licenses, permits and other governmental authorizations currently required for the conduct of their respective businesses, or required for the conduct of their respective businesses as contemplated by the Holding Company Application and the MHC Application, except where the failure to obtain such licenses, permits or other governmental authorizations would not have a Material Adverse Effect; all such licenses, permits and other governmental authorizations are in full force and effect and the Company, the MHCs, the Bank and the Subsidiaries are in all material respects in compliance therewith; none of the Company, the MHCs, the Bank or any Subsidiary has received notice of any proceeding or action relating to the revocation or modification of any such license, permit or other governmental authorization which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, might have a Material Adverse Effect.

(xxiii) Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; the activities of each Subsidiary are permitted to subsidiaries of a Pennsylvania-chartered savings bank and both a Pennsylvania-chartered and a federally- chartered mutual holding company by the rules, regulations, resolutions and practices of the OTS, the FDIC and the Department; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Bank directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim; and there are no warrants, options or rights of any kind to acquire shares of capital stock of any Subsidiary.

(xxiv) The Bank is a member in good standing of the Federal Home Loan Bank of Pittsburgh; the deposit accounts of the Bank are insured by the FDIC up to the applicable limits. The Bank is a qualified thrift lender within the meaning of 12 U.S.C. Section 1467a(m).

(xxv) The Company, the MHCs and the Bank have taken all corporate action necessary for them to execute, deliver and perform this Agreement and the transactions contemplated hereby, and this Agreement has been duly executed and delivered by, and is the valid and binding agreement of, the Company, the MHCS and the Bank, enforceable against each of them in accordance with its terms, except as may be limited by bankruptcy, insolvency or similar laws and the availability of equitable remedies.

(xxvi) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this Agreement or the issuance of the Securities that has not been obtained and a copy of which has been delivered to the Agent, except as may be required under the Blue Sky or securities laws of various jurisdictions.

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(xxvii) None of the Company, the MHCs, the Bank or any of the Subsidiaries is in violation of their respective certificate of incorporation, organization certificate, articles of incorporation or charter, as the case may be, or bylaws or other written corporate governance requirements or guidelines; and none of the Company, the MHCs, the Bank or any of the Subsidiaries is in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company, the MHCs, the Bank or any of the Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the MHCs, the Bank or any of the Subsidiaries is subject, except for such defaults that would not, individually or in the aggregate, have a Material Adverse Effect; and there are no contracts or documents of the Company, the MHCs or the Bank which are required to be filed as exhibits to the Registration Statement, the Holding Company Application or the MHC Application which have not been so filed.

(xxviii) The Reorganization and Additional Stock Issuance, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein, have been duly authorized by all necessary corporate action on the part of the Company, the MHCs, and the Bank, and do not and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company, the MHCs or the Bank pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company, the MHCs or the Bank is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company, the MHCs or the Bank is subject, except for such conflicts, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect nor will such action result in any violation of the provisions of the respective charter or bylaws of the Company, the MHCs or the Bank, or any applicable law, administrative regulation or administrative or court decree.

(xxix) No labor dispute with the employees of the Company, the MHCs, the Bank or the Subsidiaries exists or, to the knowledge of the Company, the MHCs, the Bank or the Subsidiaries, is imminent or threatened; and the Company, the MHCs and the Bank are not aware of any existing or threatened labor disturbance by the employees of any of its principal suppliers or contractors which might be expected to have a Material Adverse Effect.

(xxx) Each of the Company, the MHCs, the Bank and the Subsidiaries has good and marketable title to all of its properties and assets for which ownership is material to the business of the Company, the MHCs, the Bank or the Subsidiaries and to those properties and assets described in the Prospectus as owned by them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Prospectus or are not material in relation to the business of the Company, the MHCs, the Bank or the Subsidiaries, considered as one enterprise; and all of the leases and subleases material to the business of the Company, the MHCs, the Bank or the Subsidiaries under which the Company, the MHCs, the Bank or the Subsidiaries hold properties, including those described in the Prospectus, are valid and binding agreements of the Company, the MHCs, the Bank or the Subsidiaries, in full force and effect, enforceable in accordance with their terms except as

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may be limited by bankruptcy, insolvency or similar laws and availability of equitable remedies.

(xxxi) None of the Company, the MHCs or the Bank is in violation of any order or directive from the OTS, the Commission or any regulatory authority to make any material change in the method of conducting its respective businesses; the Company, the MHCs, the Bank, and each of the Subsidiaries have conducted and are conducting their business so as to comply with all applicable statutes, regulations and administrative and court decrees (including, without limitation, all regulations, decisions, directives and orders of the OTS, the FDIC and the Commission). Neither the Company, the MHCs, the Bank nor any of the Subsidiaries is subject or is party to, or has received any notice or advice that any of them may become subject or party to, any investigation with respect to any cease-and-desist order, agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request of, any Regulatory Agency (as defined below) that currently restrict the conduct of their business or that in any manner relates to their capital adequacy, their credit policies, their management or their business (each, a Regulatory Agreement), nor has the Company, the MHCs, the Bank or any of the Subsidiaries been advised by any Regulatory Agency that it is considering issuing or requesting the issuance of any such Regulatory Agreement; and there is no unresolved violation, criticism or exception by any Regulatory Agency with respect to any report or statement relating to any examinations of the Company, the MHCs, the Bank or any of the Subsidiaries which is expected to have a Material Adverse Effect, or which might materially and adversely affect the properties or assets thereof or which might adversely affect the consummation of the Offerings or the performance of this Agreement. As used herein, the term Regulatory Agency means any federal or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions, or engaged in the insurance of depositary institution deposits, or any court, administrative agency or commission or other governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Company, the MHCs, the Bank or any of the Subsidiaries.

(xxxii) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, the MHCs, or the Bank, threatened, against or affecting the Company, the MHCs or the Bank which is required to be disclosed in the Registration Statement (other than as disclosed therein), or which might result in any material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the MHCs and the Bank, considered as one enterprise, or which might materially and adversely affect the properties or assets thereof, or which might adversely affect the consummation of the Offerings, or the performance of this Agreement; all pending legal or governmental proceedings to which the Company, the MHCs, the Bank or any Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Registration Statement, including ordinary routine litigation incidental to their business, are considered in the aggregate not material.



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(xxxiii) The Company, MHCs and the Bank have obtained (i) an opinion of their counsel, Elias, Matz, Tiernan & Herrick L.L.P., with respect to the legality of the Securities to be issued and certain federal income tax consequences of the Offerings and the Plans, and (ii) the opinion of Elias, Matz, Tiernan & Herrick L.L.P. with respect to the certain state and local income tax consequences of the Offerings and the Plans, copies of which are filed as exhibits to the Registration Statement; all material aspects of the aforesaid opinions are accurately summarized in the Prospectus under The Reorganization — Federal and State Tax Consequences, the facts and representations upon which such opinions are based are truthful, accurate and complete in all material respects; and neither the Company, the MHCs, nor the Bank has taken or will take any action inconsistent therewith.

(xxxiv) The Company is not and, upon completion of the Reorganization and Additional Stock Issuance and the application of the net proceeds therefrom, will not be, required to be registered as an investment company as that term is defined under the Investment Company Act of 1940, as amended.

(xxxv) All of the loans represented as assets on the most recent consolidated financial statements or consolidated selected financial information of the Bank included in the Prospectus meet or are exempt from all requirements of federal, state or local law pertaining to lending, including without limitation truth in lending (including the requirements of Regulations Z and 12 C.F.R. Part 226 and Section 563.99), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not result in a Material Adverse Effect.

(xxxvi) To the knowledge of the Company, the MHCs, the Bank and each Subsidiary, with the exception of the intended loan to the Bank's ESOP by the Company to enable the ESOP to purchase shares of the Common Stock, none of the Company, the MHCs, the Bank or their employees has made any payment of funds of the Company, the MHCs or the Bank as a loan for the purchase of the Common Stock or made any other payment of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(xxxvii) Each of the Company, the MHCs, the Bank and each of the Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (a) transactions are executed in accordance with management's general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (c) access to assets is permitted only in accordance with management's general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(xxxviii) The Company, the MHCs, the Bank and each Subsidiary are in compliance with the applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transaction Reporting Act of 1970, as amended, and the rules and regulations

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thereunder. The Bank has established compliance programs and is in compliance with the requirements of the USA Patriot Act and all applicable regulations promulgated thereunder. The Bank is in compliance with the USA Patriot Act and all applicable regulations promulgated thereunder, and there is no charge, investigation, action, suit or proceeding before any court, regulatory authority or governmental agency or body pending or, to the best knowledge of the Company, the MHCs, and the Bank, threatened regarding the Bank's compliance with the USA Patriot Act or any regulations promulgated thereunder.

(xxxix) None of the Company, the MHCs, the Bank or any Subsidiary nor any properties owned or operated by the Company, the MHCs, the Bank or any Subsidiary is in violation of or liable under any Environmental Law (as defined below). There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending, or to the knowledge of the Company, the MHCs, the Bank or any Subsidiary threatened, relating to the liability of any property owned or operated by the Company, the MHCs, the Bank or any Subsidiary, under any Environmental Law, except for such actions, suits or proceedings, or demands, claims, notices or investigations that, individually or in the aggregate, would not have a Material Adverse Effect. For purposes of this subsection, the term Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a component.

(xl) The Company, the MHCs, the Bank and each Subsidiary have filed all federal, state and local income and franchise tax returns required to be filed and have made timely payments of all taxes shown as due and payable in respect of such returns, and no deficiency has been asserted with respect thereto by any taxing authority. No tax deficiency has been asserted, and the Company, the MHCs and the Bank have no knowledge of any tax deficiency which could be asserted against the Company, the MHCs, the Bank or the Subsidiaries.

(xli) The Company has received all approvals required to consummate the Offerings, and to have the Securities quoted on the Nasdaq Global Market effective as of the Closing Time referred to in Section 2 hereof.

(xlii) The Company has filed a registration statement for the Securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and such registration statement was declared effective concurrent with the effectiveness of the Registration Statement.

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(xliii) There are no affiliations or associations (as such terms are defined by the National Association of Securities Dealers, Inc. (NASD)) between any member of the NASD and any of the MHCs', Company's or Bank's officers or directors.

(xliv) The Company, the MHCs, the Bank and each Subsidiary carries, or is covered by, insurance in such amounts and covering such risks as is adequate for the conduct of their respective businesses and the value for their respective properties as is customary for companies engaged in similar industries.

(xlv) The Company, the MHCs and the Bank have not relied on Agent or its counsel for any legal, tax or accounting advice in connection with the Offerings.

(xlvi) The records of eligible account holders, supplemental eligible account holders, and other depositors are accurate and complete in all material respects.

(xlvii) The Company, the MHCs, the Bank and each Subsidiary is in compliance with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (ERISA); no reportable event (as defined in ERISA) has occurred with respect to any pension plan (as defined in ERISA) for which the Company, the MHCs, the Bank or any Subsidiary, respectively, would have any liability; each of the Company, the MHCs, the Bank, and each Subsidiary has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any pension plan or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the Code); and each pension plan for which the Company, the MHCs, the Bank and any Subsidiary would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

(xlviii) The Bank has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act), which (i) are designed to ensure that material information relating to the Bank, including its consolidated subsidiaries, is made known to the Bank's principal executive officer and its principal financial officer by others within those entities; and (ii) are effective in all material respects to perform the functions for which they were established. There are no significant deficiencies in the design or operation of internal controls which could adversely affect the Bank's ability to record, process, summarize, and report financial data. There has been no fraud, whether or not material, that involves management or other employees who have a significant role in the Bank's internal controls. Since the date of the most recent evaluation of the Bank's disclosure controls and procedures, there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Company, upon completion of its formation, and in any event no later than Closing Time will have established and maintained disclosure controls and procedures (as

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such term is defined in Rule 13a-14 and 15d-14 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company's principal executive officer and its principal financial officer by others within those entities; and (ii) are effective in all material respects to perform the functions for which they were established.

(xlix) The Company, upon completion of its formation, and in any event no later than Closing Time will be in compliance with the applicable provisions of the Sarbanes-Oxley Act, the rules and regulations of the Commission thereunder, and the Nasdaq corporate governance rules applicable to the Company, will use its best efforts to maintain such compliance and will use its best efforts to comply with provisions of the Sarbanes-Oxley Act, rules and regulations of the Commission thereunder, and Nasdaq corporate governance rules that become effective in the future.

(l) Any certificate signed by any officer of the Company, the MHCs, the Bank or any Subsidiary and delivered to either of the Agent or counsel for the Agent shall be deemed a representation and warranty by the Company, the MHCs or the Bank to the Agent as to the matters covered thereby.

SECTION 2. APPOINTMENT OF SANDLER O'NEILL; SALE AND DELIVERY OF THE SECURITIES; CLOSING. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby appoints Sandler O'Neill as its Agent to consult with and advise the Company, and to assist the Company with the solicitation of subscriptions and purchase orders for Securities, in connection with the Company's sale of Common Stock in the Offerings. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, Sandler O'Neill accepts such appointment and agrees to use its best efforts to assist the Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that the Agent shall not be obligated to take any action which is inconsistent with any applicable laws, regulations, decisions or orders. The services to be rendered by Sandler O'Neill pursuant to this appointment include the following: (i) consulting as to the securities marketing implications of any aspect of the Plans or related corporate documents; (ii) reviewing with the Board of Directors of the Company, the MHCs and the Bank financial and securities marketing implications of the Appraiser's appraisal of the Common Stock; (iii) reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents is the sole responsibility of the Company and the Bank and their counsel); (iv) assisting in the design and implementation of a marketing strategy for the Offerings; (v) assisting management of the Company and the Bank in preparing for meetings with potential investors and broker-dealers; and (vi) providing such other general advice and assistance regarding financial and marketing aspects of the Offering as may be requested to promote the successful completion of the Offering.

The appointment of the Agent hereunder shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Subscription and Community Offering, unless

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the Company and the Agent agree in writing to extend such period and the OTS agrees to extend the period of time in which the Securities may be sold, or (b) the receipt and acceptance of subscriptions and purchase orders for all of the Securities, or (c) the completion of the Syndicated Community Offering.

If any of the Securities remain available after the expiration of the Subscription and Community Offering, at the request of the Company and the Bank, Sandler O'Neill will seek to form a syndicate of registered brokers or dealers (Selected Dealers) to assist in the solicitation of purchase orders of such Securities on a best efforts basis. Sandler O'Neill will endeavor to limit the aggregate fees to be paid by the Company, the MHCs and the Bank to an amount competitive with gross underwriting discounts charged at such time for underwritings of comparable amounts of stock sold at a comparable price per share in a similar market environment; provided, however, that the aggregate fees payable to Sandler O'Neill and Selected Dealers shall not exceed 6.0% of the aggregate dollar amount of the Securities sold in the Syndicated Community Offering by such Selected Dealers. Sandler O'Neill will endeavor to distribute the Securities among the Selected Dealers in a fashion which best meets the distribution objective of the Company and the Bank, which may result in limiting the allocation of stock to certain Selected Dealers. It is understood that in no event shall Sandler O'Neill be obligated to act as a Selected Dealer or to take or purchase any Securities.

If any of the Securities remain available after the expiration of the Offerings, the Company agrees to offer the Agent the first right to act as lead managing underwriter for the Public Offering. The terms of the Public Offering will be set forth in a separate definitive purchase agreement in a form satisfactory to Sandler O'Neill and containing customary representations, warranties, conditions, agreements and indemnities, which purchase agreement, when executed, will supersede and replace this Agreement with respect to Securities sold thereunder (the Purchase Agreement). This Agreement is not intended to constitute, and should not be construed as, an agreement or commitment between the Company, the Bank and Sandler O'Neill relating to the firm commitment underwriting of any securities, and Sandler O'Neill may, in its sole judgment and discretion, determine at any time not to proceed with the proposed firm commitment underwriting. Such proposed underwriting will be subject, among other things, to: (i) satisfactory completion by Sandler O'Neill of such due diligence investigation or inquiries as it may deem appropriate, (ii) market conditions, which, in the sole judgment of Sandler O'Neill, shall be satisfactory, and (iii) the execution and delivery of a definitive Purchase Agreement.

In the event the Company is unable to sell at least the total minimum of the Securities, as set forth on the cover page of the Prospectus, within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Securities the full amount which it may have received from them, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the others hereunder, except for the obligations of the Company, the MHCs and the Bank as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for placing the funds received from subscriptions for Securities or other offers to purchase Securities in

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special interest-bearing accounts with the Bank until all Securities are sold and paid for were made prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Securities are sold.

If at least the total minimum of Securities, as set forth on the cover page of the Prospectus, are sold, the Company agrees to issue or have issued the Securities sold and to release for delivery certificates for such Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Elias, Matz, Tiernan & Herrick L.L.P., at 10:00 a.m., Eastern Standard Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Securities. Certificates for Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates for Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 48 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Securities, in accordance with the terms hereof, is herein called the Closing Time.

The Company will pay any stock issue and transfer taxes which may be payable with respect to the sale of the Securities.

In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive the following compensation for its services hereunder:

(a) One percent (1.00%) of the aggregate purchase price of the Securities sold in the Subscription and Community Offering, excluding in each case shares purchased by (i) any employee benefit plan of the Company or the Bank established for the benefit of their respective directors, officers and employees, and (ii) any director, officer or employee of the Company or the Bank or members of their immediate families (which term shall mean parents, grandparents, spouse, siblings, children and grandchildren); and

(b) With respect to any Securities sold by a National Association of Securities Dealers, Inc. (NASD) member firm (other than Sandler O'Neill) in the Syndicated Community Offering, (i) the compensation payable to Selected Dealers, (ii) any sponsoring dealer's fees; and (iii) a management fee to Sandler O'Neill of one percent (1.0 %) of the aggregate purchase price of the Securities sold in the Syndicated Community Offering. Any fees payable to Sandler O'Neill for Securities sold by Sandler O'Neill under any such agreement shall be limited to an aggregate of six percent (6.0 %) of the purchase price of the Securities sold by Sandler O'Neill and other NASD member firms.

If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof, no fee shall be payable by the Company to Sandler O'Neill; provided, however, that the Company shall reimburse the Agent for all of its reasonable out-of-pocket expenses incurred prior to termination, including the reasonable fees and disbursements of counsel for the Agent in accordance with the provisions of Section 4 hereof. In addition, the

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Company shall be obligated to pay the fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination.

All fees payable to the Agent hereunder shall be payable in immediately available funds at Closing Time, or upon the termination of this Agreement, as the case may be. In recognition of the long lead times involved in the conversion process, the Bank agreed to make an advance payment to the Agent in the amount of $25,000, all of which has been previously paid, which shall be credited against any fees or reimbursement of expenses payable hereunder. In the event that the advance payment exceeds the amount due in payment of fees and reimbursement of expenses hereunder, the excess shall be refunded.

SECTION 3. COVENANTS OF THE COMPANY, THE MHCS AND THE BANK. The Company, the MHCs and the Bank covenant with the Agent as follows:

(a) The Company, the MHCs and the Bank will prepare and file such amendments or supplements to the Registration Statement, the Prospectus, the Holding Company Application, the MHC Application and the Proxy Statement as may hereafter be required by the Securities Act Regulations or the OTS Regulations or as may hereafter be requested by the Agent. Following completion of the Subscription and Community Offering, in the event of a Syndicated Community Offering, the Company, the MHCs and the Bank will (i) promptly prepare and file with the Commission a post-effective amendment to the Registration Statement relating to the results of the Subscription and Community Offering, any additional information with respect to the proposed plan of distribution and any revised pricing information or (ii) if no such post-effective amendment is required, will file with the Commission a prospectus or prospectus supplement containing information relating to the results of the Subscription and Community Offering and pricing information pursuant to Rule 424 of the Securities Act Regulations, in either case in a form acceptable to the Agent. The Company, the MHCs and the Bank will notify the Agent immediately, and confirm the notice in writing, (i) of the effectiveness of any post-effective amendment of the Registration Statement, the filing of any supplement to the Prospectus and the filing of any amendment to the Plans, (ii) of the receipt of any comments from the OTS or the Commission with respect to the transactions contemplated by this Agreement or the Plans, (iii) of any request by the Commission or the OTS for any amendment to the Registration Statement or the Plans or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the OTS of any order suspending the Offerings or the use of the Prospectus or the initiation of any proceedings for that purpose, (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (vi) of the receipt of any notice with respect to the suspension of any qualification of the Securities for offering or sale in any jurisdiction. The Company, the MHCs and the Bank will take all necessary action to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(b) The Company represents and agrees that, unless it obtains the prior consent of the Agent and the Agent represents and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the offered Securities

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that would constitute an issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations, or that would constitute a free writing prospectus, as defined in Rule 405 of the Securities Act Regulations, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and the Agent is hereinafter referred to as a Permitted Free Writing Prospectus. The Company represents that it has and will comply with the requirements of Rule 433 of the Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the Securities Act Regulations.

(c) The Company, the MHCs and the Bank will give the Agent notice of its intention to file or prepare any amendment to the Plans or Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use in connection with the Syndicated Community Offering of the Securities which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Securities Act Regulations), will furnish the Agent with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which the Agent or counsel for the Agent may object.

(d) The Company, the MHCs and the Bank will deliver to the Agent as many signed copies and as many conformed copies of the Holding Company Application, the MHC Application and the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein) as the Agent may reasonably request, and from time to time such number of copies of the Prospectus as the Agent may reasonably request.

(e) During the period when the Prospectus is required to be delivered, the Company, the MHCs and the Bank will comply, at their own expense, with all requirements imposed upon them by the OTS, by the OTS Regulations, as from time to time in force, and by the Nasdaq Global Market, the Securities Act, the Securities Act Regulations, the Exchange Act, and the rules and regulations of the Commission promulgated thereunder, including, without limitation, Regulation M under the Exchange Act, so far as necessary to permit the continuance of sales or dealing in shares of the Securities during such period in accordance with the provisions hereof and the Prospectus.

(f) If any event or circumstance shall occur as a result of which it is necessary, in the opinion of counsel for the Agent, to amend or supplement the Registration Statement or Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, the Company, the MHCs and the Bank will forthwith amend or supplement the Registration Statement or Prospectus (in form and substance satisfactory to counsel for the Agent) so that, as so amended or

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supplemented, the Registration Statement or Prospectus will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, and the Company, the MHCs and the Bank will furnish to the Agent a reasonable number of copies of such amendment or supplement. For the purpose of this subsection, the Company, the MHCs and the Bank will each furnish such information with respect to itself as the Agent may from time to time reasonably request.

(g) The Company, the MHCs and the Bank will take all necessary action, in cooperation with the Agent, to qualify the Securities for offering and sale under the applicable securities laws of such states of the United States and other jurisdictions as the OTS Regulations may require and as the Agent and the Company have agreed; provided, however, that none of the Company, the MHCs or the Bank shall be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. In each jurisdiction in which the Securities have been so qualified, the Company, the MHCs and the Bank will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement.

(h) The Company authorizes Sandler O'Neill and any Selected Dealer to act as agent of the Company in distributing the Prospectus to persons entitled to receive subscription rights and other persons to be offered Securities having record addresses in the states or jurisdictions set forth in a survey of the securities or blue sky laws of the various jurisdictions in which the Offerings will be made (the Blue Sky Survey).

(i) The Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period covered thereby, an earnings statement covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the effective date of the Registration Statement (as defined in Rule 158 of the Securities Act Regulations) that will satisfy the provisions of Section 11(a) of the Securities Act.

(j) During the period ending on the third anniversary of the expiration of the fiscal year during which the closing of the transactions contemplated hereby occurs, the Company will furnish to its stockholders as soon as practicable after the end of each such fiscal year an annual report (including consolidated statements of financial condition and consolidated statements of income, stockholders' equity and cash flows, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), the Company will make available to its stockholders consolidated summary financial information of the Company and the Bank for such quarter in reasonable detail. In addition, such annual report and quarterly consolidated summary financial information shall be made public through the issuance of appropriate press releases at the same time or prior to the time of the furnishing thereof to stockholders of the Company.

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(k) During the period ending on the fifth anniversary of the expiration of the fiscal year during which the closing of the transactions contemplated hereby occurs, the Company will furnish to the Agent (i) as soon as publicly available, a copy of each report or other document of the Company furnished generally to stockholders of the Company or furnished to or filed with the Commission under the Exchange Act or any national securities exchange or system on which any class of securities of the Company is listed, and (ii) from time to time, such other information concerning the Company as the Agent may reasonably request.

(l) The Company, the MHCs and the Bank will comply, at their own expense, with all requirements imposed by the Commission, the OTS and the Nasdaq Global Market, or pursuant to the applicable Securities Act Regulations, OTS Regulations and Nasdaq Global Market Regulations, as from time to time in force.

(m) The Company will promptly inform the Agent upon its receipt of service with respect to any material litigation or administrative action instituted with respect to the Offerings.

(n) Each of the Company and the Bank will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under Use of Proceeds.

(o) The Company will report the use of proceeds from the Offerings on its first periodic report filed pursuant to Sections 13(a) and 15(d) of the Exchange Act and on any subsequent periodic reports as may be required pursuant to Rule 463 of the Securities Act Regulations.

(p) The Company will maintain the effectiveness of the Exchange Act Registration Statement for not less than three years and will comply in all material respects with its filing obligations under the Exchange Act. The Company will use its best efforts to effect and maintain the listing of the Common Stock on the Nasdaq Global Market and, once listed on the Nasdaq Global Market, the Company will comply with all applicable corporate governance standards required by the Nasdaq Global Market. The Company will file with the Nasdaq Global Market all documents and notices required by the Nasdaq Global Market of companies that have issued securities that are traded in the over-the-counter market and quotations for which are reported by the Nasdaq Global Market.

(q) The Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with Rule 2790 of the National Association of Securities Dealers, Inc.

(r) Other than in connection with any employee benefit plan or arrangement described in the Prospectus, the Company will not, without the prior written consent of the Agent, sell or issue, contract to sell or otherwise dispose of, any shares of Common Stock other than the Securities for a period of 180 days following the Closing Time.

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(s) During the period beginning on the date hereof and ending on the later of the fifth anniversary of the Closing Time or the date on which the Agent receives full payment in satisfaction of any claim for indemnification or contribution to which it may be entitled pursuant to Sections 6 or 7, respectively, none of the Company, the MHCs or the Bank shall, without the prior written consent of the Agent, take or permit to be taken any action that could result in the Bank Common Stock becoming subject to any security interest, mortgage, pledge, lien or encumbrance.

(t) The Company, the MHCs and the Bank will comply with the conditions imposed by or agreed to with the OTS in connection with its approval of the Holding Company and the MHC Application including the Plans.

(u) During the period ending on the first anniversary of the Closing Time, the Bank will comply with all applicable laws and regulations necessary for the Bank to continue to be a qualified thrift lender within the meaning of 12 U.S.C. Section 1467a(m).

(v) The Company shall not deliver the Securities until the Company, the MHCs and the Bank have satisfied each condition set forth in Section 5 hereof, unless such condition is waived by the Agent.

(w) The Company, the MHCs and the Bank will furnish to Sandler O'Neill as early as practicable prior to the Closing Date, but no later than two (2) full business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements of the Company which have been read by Deloitte & Touche LLP, as stated in their letters to be furnished pursuant to subsections (f) and (g) of Section 5 hereof.

(x) Each of the Company, the MHCs and the Bank will conduct its business in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the Nasdaq Global Market and the OTS.

(y) The Bank will not amend the Plans in any manner that would affect the sale of the Securities or the terms of this Agreement without the consent of the Agent.

(z) The Company, the MHCs and the Bank will not, prior to the Closing Time, incur any liability or obligation, direct or contingent, or enter into any material transaction, other than in the ordinary course of business consistent with past practice, except as contemplated by the Prospectus.

(aa) The Company, the MHCs and the Bank will use all reasonable efforts to comply with, or cause to be complied with, the conditions precedent to the several obligations of the Agent specified in Section 5 hereof.

(bb) The Company, the MHCs and the Bank will provide the Agent with any information necessary to carry out the allocation of the Securities in the event of an oversubscription, and such information will be accurate and reliable in all material respects.

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(cc) The Company, the MHCs and the Bank will notify the Agent when funds have been received for the minimum number of Securities set forth in the Prospectus.

(dd) At the Closing Time, (i) the Company, the MHCs and the Bank will have completed the conditions precedent to the Offerings in accordance with the Plans, the applicable OTS Regulations and all other applicable laws, regulations, decisions and orders, including all material terms, conditions, requirements and provisions precedent to the Reorganization and Additional Stock Issuance imposed upon the Company, the MHCs or the Bank by the Commission, the OTS or any other regulatory authority or Blue Sky authority, and will comply with those which the regulatory authority permits to be completed after the Reorganization and Additional Stock Issuance; and (ii) the Reorganization and Additional Stock Issuance will have been effected in the manner described in the Prospectus and in accordance with the Plans, the OTS Regulations and all other applicable material laws, regulations, decisions and orders, including in compliance with all terms, conditions, requirements and provisions precedent to the Reorganization and Additional Stock Issuance imposed upon the Company, the MHCs and the Bank by the Commission, the OTS, the FDIC or any other regulatory or Blue Sky authority.

SECTION 4. PAYMENT OF EXPENSES. The Company, the MHCs and the Bank jointly and severally agree to pay all expenses incident to the performance of their obligations under this Agreement, including but not limited to (i) the cost of obtaining all securities and bank regulatory approvals, (ii) the preparation, printing and filing of the Registration Statement and the Plans as originally filed and of each amendment thereto, (iii) the preparation, issuance and delivery of the certificates for the Securities purchased in the Offerings, (iv) the fees and disbursements of the Company's, the MHCs's and the Bank's counsel, conversion agent, accountants, appraiser and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(f) hereof, including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of the Blue Sky Survey, (vi) the printing and delivery to the Agent of copies of the Registration Statement as originally filed and of each amendment thereto and the printing and delivery of the Prospectus and any amendments or supplements thereto to the purchasers in the Offerings and the Agent (in such quantities as the Agent shall reasonably request), (vii) the printing and delivery to the Agent of copies of a Blue Sky Survey, and (viii) the fees and expenses incurred in connection with the listing of the Securities on the Nasdaq Global Market. In the event the Agent incurs any such fees and expenses on behalf of the Company, the MHCs or the Bank, the Bank will reimburse the Agent for such fees and expenses whether or not the Offerings are consummated; provided, however, that the Agent shall not incur any substantial expenses on behalf of the Company, the MHCs or the Bank pursuant to this Section without the prior approval of the Bank.

The Company, the MHCs and the Bank jointly and severally agree to pay certain expenses incident to the performance of the Agent's obligations under this Agreement, regardless of whether the Offerings are consummated, including (i) the filing fees paid or incurred by the Agent in connection with all filings with the NASD, and (ii) all reasonable out-of-pocket expenses incurred by the Agent relating to the Offerings, including without limitation, fees and expenses of the Agent's counsel, advertising, promotional, syndication

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and travel expenses. All fees and expenses to which the Agent is entitled to reimbursement under this paragraph of this Section 4 shall be due and payable upon receipt by the Company, the MHCs or the Bank of a written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent.

SECTION 5. CONDITIONS OF AGENT'S OBLIGATIONS. The Company, the MHCs, the Bank and the Agent agree that the issuance and the sale of Securities and all obligations of the Agent hereunder are subject to the accuracy of the representations and warranties of the Company, the MHCs and the Bank herein contained as of the date hereof and the Closing Time, to the accuracy of the statements of officers and directors of the Company, the MHCs and the Bank made pursuant to the provisions hereof, to the performance by the Company, the MHCs and the Bank of their obligations hereunder, and to the following further conditions:

(a) No stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings therefor initiated or threatened by the Commission, no order suspending the Offerings or authorization for final use of the Prospectus shall have been issued or proceedings therefor initiated or threatened by the Commission or the OTS, and no order suspending the sale of the Securities in any jurisdiction shall have been issued.

(b) At Closing Time, the Agent shall have received:

(1) The favorable opinion, dated as of Closing Time, of Elias, Matz, Tiernan & Herrick L.L.P., counsel for the Company, the MHCs and the Bank, in form and substance satisfactory to counsel for the Agent, to the effect that:

(i) The Company, at the Closing Time, will be duly organized and validly existing as a federal stock holding company chartered under the laws of the United States of America; the Federal MHC, at the Closing Time, will be duly organized and validly existing as a federal mutual holding company chartered under the laws of the United States of America; the PA MHC has been duly organized and is validly existing as a mutual holding company chartered under the laws of the Commonwealth of Pennsylvania; the Bank has been duly organized and is validly existing as a stock savings bank chartered under the laws of the Commonwealth of Pennsylvania.

(ii) Each of the Company, the MHCs and the Bank has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby.

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(iii) Each of the Company, the MHCs and the Bank is duly qualified as a domestic or foreign corporation to transact business and is in good standing under the laws of the United States of America, in the Commonwealth of Pennsylvania and in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect.

(iv) The authorized capital stock of the Company consists of 15,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share, and no capital stock of the Company has been issued prior to the Closing Time; upon consummation of the Offerings, the authorized issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under Capitalization.

(v) The authorized capital stock of the Bank consists of 10,000,000 shares of common stock, par value $.01 per share, and 5,000,000 shares of serial preferred stock, par value $.01 per share, and the issued and outstanding capital stock of the Bank is 3,441,383 shares of common stock, all of which are owned beneficially and of record by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim. All of the issued and outstanding capital stock of the Bank has been duly authorized, validly issued and fully paid and nonassessable and has been issued in compliance with all federal and state securities laws.

(vi) The Securities have been duly and validly authorized for issuance and sale; the Securities, when issued and delivered by the Company pursuant to the Plans against payment of the consideration calculated as set forth in the Plans, will be duly and validly issued and fully paid and nonassessable.

(vii) The issuance of the Securities is not subject to preemptive or other similar rights arising by operation of the law or, to counsel's knowledge after due inquiry, otherwise, except for subscription rights granted pursuant to the Plans.

(viii) The issuance of the Securities is in compliance with all conditions imposed upon the Company, the MHCs and the Bank by the OTS under the terms of their written approval or notice of intention not to object, as applicable.

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(ix) Each of the Company and the MHCs is registered as a savings and loan holding company under the Home Owners Loan Act.

(x) The Bank is a member in good standing of the Federal Home Loan Bank of Pittsburgh and the deposit accounts of the Bank are insured by the FDIC up to the applicable limits.

(xi) Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and each of the Subsidiaries has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; the activities of each Subsidiary are permitted to subsidiaries of a Pennsylvania-chartered savings bank, in the case of the Bank, and a federally chartered stock holding company, in the case of the Company, by the rules, regulations, resolutions and practices of the OTS, the Department and the FDIC; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the MHCs or the Bank, as the case may be, directly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, or legal or equitable claim.

(xii) The OTS has duly approved the Holding Company Application and the MHC Application, including the Plans; the FDIC has duly approved the Bank Merger Application; the Department has duly approved the Application for Approval to Acquire a Savings Bank and the Application for Approval to Merge or Consolidate; such approvals remains in full force and effect and no action is pending, or to the best of such counsel's knowledge, threatened respecting such approvals or the Plans. Such approvals remain in full force and effect and no action is pending, or to such counsel's knowledge, threatened respecting the approvals or the Plans; the Holding Company Application, the MHC Application, the Bank Merger Application, the Application for Approval to Acquire a Savings Bank and the Application for Approval to Merge or Consolidate and the Plans comply as to form in all material respects with the applicable requirements of the OTS, the FDIC and the Department, as applicable, include all documents required to be filed as exhibits thereto, and are, to such counsel's knowledge, truthful, accurate and

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complete (other than the financial statements, notes to financial statements and tabular, statistical and appraisal data included therein, as to which no opinion need be rendered) and the Company is duly authorized to own all of the issued and outstanding capital stock of the Bank.

(xiii) The execution and delivery of this Agreement, the incurrence of the obligations herein set forth, and the consummation of the transactions contemplated hereby, (A) have been duly and validly authorized by all necessary action on the part of each of the Company, the MHCs and the Bank, and this Agreement constitutes the legal, valid and binding agreement of each of the Company, the MHCs and the Bank, enforceable in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited under applicable law (it being understood that such counsel may avail itself of customary exceptions concerning the effect of bankruptcy, insolvency or similar laws and the availability of equitable remedies); (B) will not result in any violation of the provisions of the certificate of incorporation, reorganization certificate, articles of incorporation or charter, as the case may be, or bylaws of the Company, the MHCs, the Bank or any Subsidiary; and, (C) will not conflict with or constitute a breach of, or default under, and no event has occurred which, with notice or lapse of time or both, would constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance, that, individually or in the aggregate, would have a Material Adverse Effect or a material adverse effect upon any property or assets of the Company, the MHCs, the Bank or the Subsidiaries pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company, the MHCs, the Bank or the Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company, the MHCs, the Bank or the Subsidiaries is subject.

(xiv) The Prospectus and the Proxy Statement have been duly authorized by the OTS for final use pursuant to the OTS Regulations and no action has been taken or is pending, or to the best of such counsel's knowledge after due inquiry, is threatened, by the OTS to revoke such authorization.

(xv) The Registration Statement is effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act or, proceedings therefor initiated or, to the best of such counsel's knowledge, threatened by the Commission.

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(xvi) No further approval, authorization, consent or other order of any public board or body is required in connection with the execution and delivery of this Agreement, the issuance of the Securities and the consummation of the Plans, except as may be required under the securities or Blue Sky laws of various jurisdictions as to which no opinion need be rendered.

(xvii) At the time the Registration Statement became effective, the Registration Statement (other than the financial statements and statistical data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the Securities Act and the Securities Act Regulations and the OTS Regulations.

(xviii) The Common Stock conforms to the description thereof contained in the Prospectus, and the form of certificate used to evidence the Common Stock is in due and proper form and complies with all applicable statutory requirements.

(xix) There are no legal or governmental proceedings pending or threatened against or affecting the Company, the MHCs, the Bank or the Subsidiaries which are required, individually or in the aggregate, to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein, and all pending legal or governmental proceedings to which the Company, the MHCs, the Bank or any Subsidiary is a party or to which any of their property is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business, are, considered in the aggregate, not material.

(xx) The information in the Prospectus under Risk Factors, We Intend to Continue to Pay Quarterly Cash Dividends, Regulation, Taxation, The Offering, The Reorganization, Restrictions on Acquisition of Alliance Bancorp and Alliance Bank and Related Anti-Takeover Provisions Description of Alliance Bancorp Capital Stock, and Legal and Tax Opinions to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is complete and accurate in all material respects.

(xxi) There are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement and Prospectus or to be filed as exhibits thereto other than those described or referred to therein or filed as exhibits thereto and the descriptions thereof or references thereto are correct, and no default exists, and no event has

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occurred which, with notice or lapse of time or both, would constitute a default, in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument so described, referred to or filed.

(xxii) The approvals of the OTS, the FDIC and the Department of the Plans and the actions contemplated thereunder remain in full force and effect, and the Agreement and Plan of Reorganization has been approved by the requisite vote of the Bank's stockholders; the Company, the MHCs and the Bank have conducted the Offerings in all material respects in accordance with applicable requirements of the OTS Regulations, the Plans and all other applicable regulations, decisions and orders thereunder, including all material applicable terms, conditions, requirements and conditions precedent to the Offerings imposed upon the Company, the MHCs or the Bank by the OTS and, no order has been issued by the OTS to suspend the Offerings and no action for such purpose has been instituted or threatened by the OTS; and, to the best of such counsel's knowledge after due inquiry, no person has sought to obtain review of the final action of the OTS, the Department or the FDIC in approving the Plans and the actions contemplated thereunder.

(xxiii) To the best of such counsel's knowledge after due inquiry, the Company, the MHCs and the Bank have obtained all licenses, permits and other governmental approvals and authorizations currently required for the conduct of their respective businesses as described in the Registration Statement and Prospectus, and all such licenses, permits and other governmental authorizations are in full force and effect, and the Company, the MHCs, the Bank and the Subsidiaries are in all material respects complying therewith.

(xxiv) (A) None of the Company, the MHCs, the Bank, or any of the Subsidiaries is in violation of their respective certificates of incorporation, organization certificate, articles of incorporation or charter, as the case may be, or bylaws and (B) to the best of such counsel's knowledge, the Company, the MHCs, the Bank and the Subsidiaries are not in default (nor has any event occurred which, with notice or lapse of time or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company, the MHCs, the Bank or the Subsidiaries is a party or by which the Company, the MHCs, the Bank, the Subsidiaries or any of their property may be bound.

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(xxv) The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act.

(xxvi) The Company is not and, upon completion of the Reorganization and Additional Stock Issuance and the application of the net proceeds therefrom, will not be required to be registered as an investment company under the Investment Company Act of 1940.

(2) The favorable opinion, dated as of Closing Time, of Malizia Spidi & Fisch, PC, counsel for the Agent, with respect to the matters set forth in Section 5(b)(1)(i), (iv), (v), (vi), (ix), (xi), (xiv) and (xvi) and such other matters as the Agent may reasonably require.

(3) In addition to giving their opinions required by subsections (b)(l) and (b)(2), respectively, of this Section, Elias, Matz, Tiernan & Herrick L.L.P. and Malizia Spidi & Fisch, PC shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration Statement (except for financial statements and schedules and other financial or statistical data included therein, as to which counsel need make no statement), at the time it became effective, or that the General Disclosure Package as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (except for financial statements and schedules and other financial or statistical data included therein, as to which counsel need make no statement), at the time the Registration Statement became effective or at Closing Time, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

In giving their opinions, Elias, Matz, Tiernan & Herrick L.L.P. and Malizia Spidi & Fisch, PC may rely as to matters of fact on certificates of officers and directors of the Company, the MHCs, the Bank and the Subsidiaries and certificates of public officials, and Malizia Spidi & Fisch, PC may also rely on the opinion of Elias, Matz, Tiernan & Herrick L.L.P. with respect to matters set forth in paragraphs (i), (iv), (v), (vi), (vii), (viii), (ix), (xi), (xiii), (xiv), (xv), (xvi) and (xvii).

(c) At Closing Time referred to in Section 2, the Company, the MHCs and the Bank shall have completed in all material respects the conditions precedent to the Reorganization and Additional Stock Issuance in accordance with the Plans, the applicable OTS Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization and Additional Stock Issuance imposed upon the Company, the MHCs or the Bank by the OTS, or any other regulatory authority other than those which the OTS permits to be completed after the Reorganization and Additional Stock Issuance.

(d) At Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement and the Prospectus,

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any material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the MHCs, the Bank and the Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business consistent with past practice, and the Agent shall have received a certificate of the President and Chief Executive Officer of the Company, of the MHCs and of the Bank and the chief financial or chief accounting officer of the Company, of the MHCs and of the Bank, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) there shall have been no material transaction entered into by the Company, the MHCs or the Bank from the latest date as of which the financial condition of the Company, the MHCs or the Bank, as set forth in the Registration Statement and the Prospectus other than transactions referred to or contemplated therein and transactions in the ordinary course of business consistent with past practice (iii) neither the Company, the MHCs nor the Bank shall have received from the OTS any order or direction (oral or written) to make any material change in the method of conducting its business with which it has not complied (which order or direction, if any, shall have been disclosed in writing to the Agent) or which materially and adversely would affect the business, financial condition, results of operations or prospects of the Company, the MHCs or the Bank, considered as one enterprise, (iv) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (v) each of the Company, the MHCs and the Bank have complied with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to Closing Time, (vi) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission, and (vii) no order suspending the Subscription and Community Offering or Syndicated Community Offering or the authorization for final use of the Prospectus has been issued and no proceedings for that purpose have been initiated or threatened by the OTS and no person has sought to obtain regulatory or judicial review of the action of the OTS in approving the Plans in accordance with the OTS Regulations nor has any person sought to obtain regulatory or judicial review of the action of the OTS in approving the Plans.

(e) At the Closing Time, the Agent shall have received a certificate of the Chief Executive Officer and President of the Company, of the MHCs and of the Bank and the Chief Financial Officer of the Company, of the MHCs and of the Bank, dated as of Closing Time, to the effect that (i) they have reviewed the contents of the Registration Statement and the Prospectus; (ii) based on each of their knowledge, the Registration Statement and the Prospectus do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which such statements were made, not misleading; and (iii) based on each of their knowledge, the financial statements and other financial information included in the Registration Statement and the Prospectus fairly present the financial condition and results of operations of the Bank and the Subsidiaries as of and for the dates and periods covered by the Registration Statement and the Prospectus.

(f) At the time of the execution of this Agreement, the Agent shall have received from Deloitte & Touche LLP a letter dated such date, in form and substance satisfactory to the Agent, to the effect that: (i) they are independent public accountants with respect to the Company, the MHCs, the Bank and the Subsidiaries within the meaning of the Code of Ethics of the AICPA, the Securities Act and the Securities Act Regulations and the OTS Regulations, they are registered with the PCAOB, and they are not in violation of the auditor independence requirements of the

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Sarbanes-Oxley Act; (ii) it is their opinion that the consolidated financial statements and supporting schedules included in the Registration Statement and covered by their opinions therein comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations; (iii) based upon limited procedures as agreed upon by the Agent and Deloitte & Touche LLP set forth in detail in such letter, nothing has come to their attention which causes them to believe that (A) the unaudited consolidated financial statements and supporting schedules of the Company included in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act, the Securities Act Regulations and the OTS Regulations or are not presented in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited consolidated financial statements included in the Registration Statement and the Prospectus, (B) the unaudited amounts of net interest income and net income set forth under Selected Financial and Other Data in the Registration Statement and Prospectus do not agree with the amounts set forth in unaudited consolidated financial statements as of and for the dates and periods presented under such captions or such amounts were not determined on a basis substantially consistent with that used in determining the corresponding amounts in the audited financial statements included in the Registration Statement, (C) at a specified date not more than five (5) business days prior to the date of this Agreement, there has been any increase in the consolidated long-term or short-term debt of the Company or any decrease in consolidated total assets, the allowance for loan losses, total deposits or net worth of the Company, in each case as compared with the amounts shown in the consolidated statements of financial conditions included in the Registration Statement or, (D) during the period from January 1, 2006 to a specified date not more than five (5) business days prior to the date of this Agreement, there were any decreases, as compared with the corresponding period in the preceding fiscal year, in total interest income, net interest income, net interest income after provision for loan losses, income before income tax expense or net income of the Company, except in all instances for increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur; and (iv) in addition to the examination referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included in the Registration Statement and Prospectus and which are specified by the Agent, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company, the MHCs and the Bank identified in such letter.

(g) At Closing Time, the Agent shall have received from Deloitte & Touche LLP a letter, dated as of Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) of this Section, except that the specified date referred to shall be a date not more than five (5) days prior to Closing Time.

(h) At Closing Time, the Securities shall have been approved for quotation on the Nasdaq Global Market upon notice of issuance.

(i) At Closing Time, the Agent shall have received a letter from the Appraiser, dated as of the Closing Time, confirming its appraisal.

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(j) At Closing Time, counsel for the Agent shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Agent and counsel for the Agent.

(k) At any time prior to Closing Time, (i) there shall not have occurred any material adverse change in the financial markets in the United States or elsewhere or any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which, in the judgment of the Agent, is so material and adverse as to make it impracticable to market the Securities or to enforce contracts, including subscriptions or orders, for the sale of the Securities, and (ii) trading generally on either the American Stock Exchange, the New York Stock Exchange or the Nasdaq Stock Market shall not have been suspended, and minimum or maximum prices for trading shall not have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority, and a banking moratorium shall not have been declared by either Federal, Pennsylvania or New York authorities.

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SECTION 6. INDEMNIFICATION.

(a) The Company, the MHCs and the Bank, jointly and severally, agree to indemnify and hold harmless the Agent, each person, if any, who controls the Agent, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and its respective partners, directors, officers, employees and agents as follows:

(i) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, related to or arising out of the Offerings or any action taken by the Agent where acting as agent of the Company, the MHCs or the Bank or otherwise as described in Section 2 hereof;

(ii) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, based upon or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or any Issuer-Represented Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(iii) from and against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever described in clauses (i) or (ii) above, if such settlement is effected with the written consent of the Company, the MHCs or the Bank, which consent shall not be unreasonably withheld; and

(iv) from and against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Agent), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation, proceeding or inquiry by any governmental agency or body, commenced or threatened, or any claim pending or threatened whatsoever described in clauses (i) or (ii) above, to the extent that any such expense is not paid under clause (i), (ii) or (iii) above;

provided, however, that the indemnification provided for in this paragraph (a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or any Issuer-Represented Free Writing Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading which was made in reliance upon and in conformity with the Agent Information.

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(b) The Agent agrees to indemnify and hold harmless the Company, the MHCs and the Bank, their directors, each of their officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, of a material fact made in the Prospectus (or any amendment or supplement thereto) or any Issuer-Represented Free Writing Prospectus, in reliance upon and in conformity with the Agent Information.

(c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of any such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to no more than one local counsel in each separate jurisdiction in which any action or proceeding is commenced) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

(d) The Company, the MHCs and the Bank also agree that the Agent shall not have any liability (whether direct or indirect, in contract or tort or otherwise) to the MHCs and its members, the Bank, the Company's, the MHCs's or the Bank's creditors relating to or arising out of the engagement of the Agent pursuant to, or the performance by the Agent of the services contemplated by, this Agreement.

(e) In addition to, and without limiting, the provisions of Section (6)(a)(iv) hereof, in the event that the Agent, any person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or any of its partners, directors, officers, employees or agents is requested or required to appear as a witness or otherwise gives testimony in any action, proceeding, investigation or inquiry brought by or on behalf of or against the Company, the MHCs, the Bank, the Agent or any of its respective affiliates or any participant in the transactions contemplated hereby in which the Agent or such person or agent is not named as a defendant, the Company, the MHCs, and the Bank, jointly and severally, agree to reimburse the Agent and its partners, directors, officers, employees or agents for all reasonable and necessary out-of-pocket expenses incurred by them in connection with preparing or appearing as a witness or otherwise giving testimony and to compensate the Agent and its partners, directors, officers, employees or agents in an amount to be mutually agreed upon.

SECTION 7. CONTRIBUTION. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 hereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company, the MHCs, the Bank, and the Agent shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company, the MHCs or the Bank and the Agent, as incurred, in such proportions (i) that the Agent is responsible for that portion represented by the percentage that the maximum aggregate

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marketing fees appearing on the cover page of the Prospectus bears to the maximum aggregate gross proceeds appearing thereon and the Company, the MHCs and the Bank are jointly and severally responsible for the balance or (ii) if, but only if, the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits to the Company, the MHCs and the Bank on the one hand and the Agent on the other, as reflected in clause (i), but also the relative fault of the Company, the MHCs and the Bank on the one hand and the Agent on the other, as well as any other relevant equitable considerations; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Agent, and each director of the Company, the MHCs and the Bank, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company, the MHCs or the Bank within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company, the MHCs and the Bank. Notwithstanding anything to the contrary set forth herein, to the extent permitted by applicable law, in no event shall the Agent be required to contribute an aggregate amount in excess of the aggregate marketing fees to which the Agent is entitled and actually paid pursuant to this Agreement.

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company, the MHCs or the Bank submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agent or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities.

SECTION 9. TERMINATION OF AGREEMENT.

(a) The Agent may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the financial condition, results of operations, business affairs or prospects of the Company, the MHCs or the Bank, considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any material adverse change in the financial markets in the United States or elsewhere or any outbreak of hostilities or escalation thereof or other calamity or crisis the effect of which, in the judgment of the Agent, is so material and adverse as to make it impracticable to market the Securities or to enforce contracts, including subscriptions or orders, for the sale of the Securities, (iii) if trading generally on the Nasdaq Global Market, the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, Pennsylvania or New York authorities, (iv) if any condition specified in Section 5 shall not have been fulfilled when and as required to be fulfilled; (v) if there shall have been such material adverse changes in the condition or prospects of the Company, the MHCs or the Bank or the prospective market for the Company's Securities as in the Agent's

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good faith opinion would make it inadvisable to proceed with the offering, sale or delivery of the Securities; (vi) if, in the Agent's good faith opinion, the price for the Securities established by the Appraiser is not reasonable or equitable under then prevailing market conditions, or (vii) if the Offerings are not consummated on or prior to June 30, 2007.

(b) If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Sections 2 and 4 hereof relating to the reimbursement of expenses and except that the provisions of Sections 6 and 7 hereof shall survive any termination of this Agreement.

SECTION 10. NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Agent shall be directed to the Agent at 919 Third Avenue, 6  Floor, New York, New York 10022, attention of General Counsel, with a copy to Malizia Spidi & Fisch, PC at 901 New York Avenue, N.W., Suite 210 East, Washington, DC 20001; notices to the Company, the MHCs and the Bank shall be directed to any of them at 541 Lawrence Road, Broomall, Pennsylvania 19008.

SECTION 11. PARTIES. This Agreement shall inure to the benefit of and be binding upon the Agent, the Company, the MHCs and the Bank and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Agent, the Company, the MHCs and the Bank and their respective successors and the controlling persons and the partners, officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein or therein contained. This Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the Agent, the Company, the MHCs and the Bank and their respective successors, and said controlling persons, partners, officers and directors and their heirs, partners, legal representatives, and for the benefit of no other person, firm or corporation.

SECTION 12. ENTIRE AGREEMENT; AMENDMENT. This Agreement represents the entire understanding of the parties hereto with reference to the transactions contemplated hereby and supersedes any and all other oral or written agreements heretofore made, except for the engagement letter dated May 11, 2006, by and between the Agent and the Bank, relating to the Agent's providing conversion agent services to the Company and the Bank. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by the parties hereto.

SECTION 13. GOVERNING LAW AND TIME. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State without regard to the conflicts of laws provisions thereof. Unless otherwise noted, specified times of day refer to Eastern time.

SECTION 14. SEVERABILITY. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or

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provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

SECTION 15. HEADINGS. Sections headings are not to be considered part of this Agreement, are for convenience and reference only, and are not to be deemed to be full or accurate descriptions of the contents of any paragraph or subparagraph.

[The next page is the signature page]





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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Agent on the one hand, and the Company, the MHCs and the Bank on the other in accordance with its terms.



Very truly yours,

Alliance Bancorp, Inc. of Pennsylvania

By:



Name:



Title:



Greater Delaware Valley Savings Bank

d/b/a Alliance Bank

By:



Name:



Title:



Greater Delaware Valley Holdings, A Mutual Company

By:



Name:



Title:



Alliance Mutual Holding Company

By:



Name:



Title:

  CONFIRMED AND ACCEPTED,

as of the date first above written:

              SANDLER O'NEILL & PARTNERS, L.P.

              By:

Sandler O'Neill & Partners Corp., the sole general partner



                            By:



Name:



Title:

Ex Output:

Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?