EX-1.2
from S-1
6 pages
We Understand That the Board of Trustees of PCSB Bank (The “Bank”) Is Considering the Adoption of a Plan of Conversion (The “Plan”) Pursuant to Which the Bank Will Be Converted Into Stock Form and Shares of the Common Stock (The “Common Stock”) of a Newly Organized Stock Holding Company (The “Holding Company”) for the Bank Will Be Offered and Sold to the Bank’s Eligible Depositors and Certain Tax-Qualified Employee Benefit Plans in a Subscription Offering And, to the Extent Shares Remain Available, to Members of the Bank’s Community in a Community Offering And, Under Certain Circumstances, to the General Public in a Syndicated Community Offering or a Firm Commitment Public Offering (Collectively, the “Offering”). the Holding Company and the Bank Are Sometimes Collectively Referred to Herein as the “Company.” Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Records Management Agent (“Records Agent”) for the Bank in Connection With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Services and Fees in Our Role as Records Agent, We Anticipate That Our Services Will Include the Services Outlined Below, Each as May Be Necessary and as the Company May Reasonably Request: I. Consolidation of Deposit Accounts and Vote Calculation II. Design and Preparation of Proxy Forms for Depositor Vote and Stock Order Forms for the Offering III. Organization and Supervision of the Conversion Center IV. Coordinate Proxy Solicitation and Special Meeting Services V. Subscription Services
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EX-1.1
from S-1
7 pages
Under the Terms of the Plan and Applicable Regulations, the Shares Will Be Offered First to Eligible Depositors of the Bank and the Company’s Tax-Qualified Employee Stock Benefit Plans in a Subscription Offering (The “Subscription Offering”). Subject to the Prior Rights of Subscribers in the Subscription Offering, the Shares May Be Offered in a Community Offering, With a Preference Given in the Community Offering to Residents of the Communities Served by the Bank (The “Community Offering,” and Together With the Subscription Offering, the “Subscription and Community Offering”). Shares Not Subscribed for in the Subscription and Community Offering, if Any, May Be Offered to the General Public by Sandler O’neill on a Best Efforts Basis (A “Syndicated Offering”) or in a Firm Commitment Offering (A “Firm Commitment Offering,” and Together With the Subscription and Community Offering and Any Syndicated Offering, the “Offering”). Offering Services Sandler O’neill Will Work With the Company and Its Management, Counsel, Accountants and Other Advisors in Preparing for and Completing the Offering and Anticipate That Our Services Will Include the Following
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