Form 8-K

8-K — Rhinebeck Bancorp, Inc.

Accession: 0001104659-26-061328

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0001751783

SIC: 6036 (SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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EX-1.1 — EXHIBIT 1.1 (tm2614362d1_ex1-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001751783

2026-05-14

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 14, 2026

Rhinebeck Bancorp, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-38779

83-2117268

(State or Other Jurisdiction)

of Incorporation)

(Commission

File No.)

(I.R.S. Employer

Identification No.)

Jefferson Plaza, Poughkeepsie,

New York

12601

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area

code: (845) 454-8555

Not Applicable

(Former name or former address, if changed since

last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

RBKB

The NASDAQ Stock Market, LLC

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

¨ Written communications pursuant to Rule 425

under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12

under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant

to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant

to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry Into a Material Definitive Agreement

On May 14, 2026, Rhinebeck

Bancorp, MHC (the “MHC”), the parent mutual holding company of Rhinebeck Bancorp, Inc. (the “Company”), the

Company, and Rhinebeck Bank, the Company’s wholly owned subsidiary, entered into an Agency Agreement with Keefe, Bruyette &

Woods, Inc. (“KBW”), which will assist in the marketing of the Company’s common stock during its stock offering.

For its services as financial

advisor and marketing agent, KBW will receive (i) a management fee of $50,000, which has already been paid, and (ii) a success

fee equal to 1.0% and 1.5% of the aggregate proceeds of the Company’s subscription offering and any community offering, respectively,

which is payable upon the completion of the stock offering. The success fee will be reduced by the management fee. In the event shares

of common stock are sold through a group of broker-dealers in a syndicated community offering, the Company will pay KBW a fee not to exceed

6.0% of the aggregate proceeds of the syndicated community offering.

For its services as records

agent, KBW will receive a fee of $45,000, $20,000 of which has already been paid and the remainder of which will be paid upon the completion

of the conversion and stock offering. This fee may be increased by up to $15,000 in the event of any material change in applicable regulations

or the plan of conversion, or if there are delays requiring duplicate or replacement processing.

The shares of common stock

are being offered pursuant to a Registration Statement on Form S-1, as amended (Registration No. 333-294283), filed by the Company

under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2026.

The foregoing description

of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1

hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Exhibit

1.1 Agency Agreement dated May 14, 2026, by and among Rhinebeck Bancorp, MHC, Rhinebeck Bancorp, Inc.,

Rhinebeck Bank and Keefe, Bruyette & Woods, Inc.

104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto

duly authorized.

RHINEBECK BANCORP, INC.

DATE: May 14, 2026

/s/

Matthew J. Smith

President and Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2614362d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

Execution Version

RHINEBECK BANCORP, INC.

(a Maryland corporation)

Up to 8,912,500 Shares

COMMON STOCK

(Par Value $0.01 Per Share)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

May 14, 2026

Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue, 4th Floor

New York, New York 10019

Ladies and Gentlemen:

Rhinebeck Bancorp, Inc.,

a Maryland corporation (“RBI”), Rhinebeck Bancorp, MHC, a New York-chartered mutual holding company (the “MHC”),

and Rhinebeck Bank, a New York-chartered savings bank (the “Bank”) (collectively, RBI, the MHC and the Bank are the “RBI

Parties”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW”

or the “Agent”), as follows:

Section 1.              The

Offering. In accordance with that certain Plan of Conversion and Reorganization, adopted on February 10, 2026 (the “Plan”),

RBI is offering shares of common stock, $0.01 par value per share, representing the MHC’s ownership interest in RBI ( “Common

Stock” or the “Shares”), for sale at $10.00 per share (the “Purchase Price”) in connection with the conversion

of the MHC from the mutual holding company to the stock holding company form of organization (the “Conversion”). All capitalized

terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth

in the Plan. The Conversion is being conducted in accordance with the laws of the State of New York and the applicable regulations of

the Board of Governors of the Federal Reserve System (the “Federal Reserve”) (such laws and regulations are referred to herein

as the “Conversion Regulations”).

In connection with the Conversion,

RBI will offer for sale shares of Common Stock in a subscription offering (the “Subscription Offering”) to: (i) first,

depositors of the Bank with $100.00 or more on deposit as of the close of business on December 31, 2024 (“Eligible Account

Holders”); (ii) second, tax-qualified employee plans of the Bank, including the Bank’s 401(k) plan and employee

stock ownership plan (the “ESOP”); (iii) third, depositors of the Bank with $100.00 or more on deposit as of the close

of business on March 31, 2026 (“Supplemental Eligible Account Holders”); and (iv) fourth, each depositor of the

Bank with $100.00 or more on deposit at the close of business on April 30, 2026 (“Other Depositors”). Shares not purchased

in the Subscription Offering may be offered for sale to the general public in a community offering (the “Community Offering”),

with a preference given to: (i) first, natural persons (including trusts of natural persons) residing in the New York counties of

Albany, Dutchess, Orange and Ulster; (ii) second, RBI’s public stockholders as of the close of business on April 30, 2026;

and (iii) third, other members of the general public. Depending on market conditions, Shares available for sale but not subscribed

for in the Subscription Offering or the Community Offering may be offered for sale to certain members of the general public, on a best

efforts basis through a selected dealers agreement, in a syndicated community offering (the “Syndicated Community Offering”).

Pursuant to the Plan, RBI

is offering for sale a minimum of 6,587,500 Shares and a maximum of 8,912,500 Shares in the Subscription Offering, and, if necessary,

in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). In addition to the Shares

being offered for sale pursuant to the Plan, the shares of common stock of RBI currently owned by RBI’s public stockholders (i.e.,

stockholders other than the MHC) will be exchanged for shares of common stock of RBI based on an exchange ratio that will result in existing

public stockholders of RBI owning approximately the same percentage of common stock of RBI as they own in the common stock of RBI immediately

before the completion of the Conversion. Based on the exchange ratio, RBI expects to issue between 4,971,197 Shares and 6,725,738 Shares

of Common Stock in the exchange (the “Exchange Shares”), depending on the number of Shares sold in the Offering.

Upon completion of the Conversion,

RBI will be a fully public stock holding company and the Bank will remain a wholly-owned subsidiary of RBI. RBI will sell the Shares in

the Offering at the Purchase Price. If the number of Shares offered for sale is increased or decreased in accordance with the Plan, the

term “Shares” shall mean such greater or lesser number, as applicable.

RBI has filed with the U.S.

Securities and Exchange Commission (the “Commission” or the “SEC”) a Registration Statement on Form S-1 (File

No. 333-294283) to register the Shares and the Exchange Shares under the Securities Act of 1933, as amended (the “1933 Act”),

and has filed such amendments thereto as have been required as of the date hereof (the “Registration Statement”). The prospectus

included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except

that if any prospectus is filed by RBI pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission

under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in the Registration Statement at the

time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or

(c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto

from and after their dates of effectiveness or use, respectively.

In connection with the Conversion,

the MHC has filed with the Federal Reserve an Application for Conversion of a Mutual Holding Company to Stock Form on Form FR

MM-AC (together with any other required ancillary applications, supplemental submissions or additional information provided, waiver requests

and/or notices and amendments thereto, the “Conversion Application”) in accordance with the policies and regulations of the

Federal Reserve. In addition, RBI has filed with the Federal Reserve an Application to Become a Bank Holding Company and/or to Acquire

an Additional Bank or Bank Holding Company on Form FR Y-3 (the “Holding Company Application”), and the MHC has filed

with the New York State Department of Financial Services (the “NYSDFS”) an Application for Conversion on Form 86-AC filed

(together with any other required ancillary applications, supplemental submissions or additional information provided, waiver requests

and/or notices and amendments thereto, the “MHC Application”) (collectively with the Conversion Application and the Holding

Company Application, the “Applications”).

Section 2.              Retention

of Agent. Subject to the terms and conditions herein set forth, the RBI Parties hereby appoint the Agent as their exclusive financial

advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the RBI Parties

with respect to RBI’s sale of the Shares in the Offering.

On the basis of the representations,

warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment

and agrees to consult with and advise the RBI Parties as to the matters set forth in the letter agreement, dated January 28, 2026,

between RBI, the MHC, the Bank, and the Agent (the “Financial Advisory Engagement Letter”) and (ii) the matters set forth

in the letter agreement, dated January 28, 2026, regarding Services of Conversion Agent and Data Processing Records Management Agent,

between RBI, the MHC, the Bank and the Agent (the “Conversion Agent Engagement Letter”). It is acknowledged by the RBI Parties

that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with any applicable

law, regulation, decision or order.

Except as described in Section 14

of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment

of the Plan by the RBI Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Community

Offering (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next

day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the

End Date, the RBI Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval

of any governmental agency having jurisdiction over such matters.

If RBI is unable to sell a

minimum of 6,587,500 Shares by the End Date, this Agreement shall terminate and RBI shall refund to any persons who have subscribed for

any of the Shares the full amount that it may have received from them plus accrued interest or cancel their deposit withdrawal authorizations,

as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except

as set forth in Sections 4(a), 10, 12, 13 and 14 hereof.

Section 3.              Sale

and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including, without limitation, the

sale of all Shares required by the Plan to be sold, are satisfied, RBI agrees to issue, or have issued, the Shares sold in the Offering

and to release for delivery certificates or statements of ownership for such Shares on the Closing Date (as hereinafter defined) against

payment to RBI by any means authorized by the Plan; provided, however, that no funds shall be released to RBI until the conditions specified

in Section 11 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares

against payment therefor shall be made on a date and at a place mutually acceptable to the RBI Parties and the Agent. Certificates for

Shares, or alternatively statements of book-entry ownership for Shares, shall be delivered directly to the purchasers in accordance with

their directions. The date upon which RBI shall release or deliver the Shares sold in the Offering, in accordance with the terms herein,

is called the “Closing Date.”

Section 4.              Compensation.

(a)The Agent shall receive the following compensation for its services hereunder:

(i)             A

non-refundable cash fee of $50,000 (the “Management Fee”), payable as follows: (i) $25,000 payable immediately upon the

execution of the Financial Advisory Engagement Letter, which has been paid in full, and (ii) the remaining $25,000 payable immediately

upon the initial filing of the Registration Statement, which has been paid in full. Each payment in respect of the Management Fee shall

be deemed to have been earned in full when due.

(ii)            A

success fee of 1% of the aggregate purchase price of Common Stock sold in the Subscription Offering and 1.5% of the aggregate purchase

price of Common Stock sold in the Community Offering, in each case excluding shares purchased by the RBI Parties’ officers or directors

(or members of their immediate family), including any IRAs for the benefit of such persons or any ESOP, tax-qualified or stock-based compensation

plans or similar plans (the “Success Fee”). The Management Fee shall be applied to the Success Fee upon completion of the

Offering.

(iii)          If

any of the Shares remain available for sale after the completion of the Subscription Offering and any Community Offering, at the request

of RBI, KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such

Shares on a best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers

agreement to be entered into by and between the RBI Parties and KBW. KBW will endeavor to distribute the Shares among the Selected Dealers

in a fashion which best meets the distribution objectives of the RBI Parties and the Conversion. In the event of a Syndicated Community

Offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the Shares sold in the Syndicated Community

Offering. From this fee, KBW will pass on to the Selected Dealers, if any, who assist in the Syndicated Community Offering an amount competitive

with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar

market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than KBW shall be transmitted

by KBW to such Selected Dealers.

(iv)         In

connection with the Subscription Offering, if, as a result of any re-solicitation of subscribers undertaken by the RBI Parties, KBW reasonably

determines that it is required or requested to provide significant services, KBW will be entitled to additional compensation for such

services, which additional compensation will not exceed $50,000.

(v)          A

non-refundable cash fee of $45,000 (the “Services Fee”) in connection with KBW’s provision of services as conversion

agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter. The Services Fee shall be payable

as follows: (A) $20,000 payable upon the signing of the Conversion Agent Engagement Letter, which has been paid and deemed to be

earned in full, and (B) $25,000 payable immediately upon the completion of the Offering. The Services Fee may be increased by up

to $15,000 if there are material changes in the Conversion Regulations or the Plan, or there are delays in the Offering requiring duplicate

or replacement processing.

(b)           To

the extent required under applicable rules and regulations of the Financial Industry Regulatory Authority (“FINRA”),

the payment of compensation by the RBI Parties to KBW pursuant to this Section 4 is subject to FINRA’s prior review and non-objection

thereof.

RBI Parties will reimburse KBW for its reasonable out-of-pocket expenses, not to exceed $35,000 (subject to the provisions of this paragraph),

related to the Offering, including, but not limited to, costs of temporary staff, travel, meals and lodging, clerical assistance, photocopying,

telephone, facsimile, and couriers. KBW will also be reimbursed for fees and expenses of its counsel not to exceed $150,000 (subject to

the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection

with the Offering. The RBI Parties acknowledge and agree that, in the event unusual circumstances arise or a delay or re-solicitation

occurs (including, but not limited to, a delay in the Offerings which would require an update of the financial information in tabular

form to reflect a period later than that set forth in the original filing of the offering documents), such expense caps may be increased

by additional amounts, not to exceed an additional $20,000 in the case of additional out-of-pocket expenses of KBW and an additional $30,000

in the case of additional fees and expenses of KBW’s legal counsel. In no event shall out-of-pocket expenses, including fees and

expenses of counsel, exceed $235,000. Prior to the closing of the Offering, KBW will provide the RBI Parties with documentation of such

reimbursable expenses of KBW to be paid at the Closing (as hereinafter defined). The provisions of this paragraph shall not apply to or

in any way impair or limit the indemnification or contribution provisions contained herein.

(d)           The

RBI Parties will also reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with the services provided pursuant

to the Conversion Agent Engagement Letter, regardless of whether the Offering is consummated, provided that such out-of-pocket expenses

shall not exceed $15,000. Prior to the Closing Date, KBW will provide the RBI Parties with documentation of such reimbursable expenses

of KBW to be paid at the Closing (as hereinafter defined). The provisions of this paragraph shall not apply to or in any way impair the

indemnification, contribution or liability limitation provisions set forth in this Agreement.

(e)            Except

for the Management Fee and a portion of the Services Fee as set forth in Section 4(a)(v) above, both of which has been paid

in full before the date of this Agreement, full payment of Agent’s other fees and its expenses, as described above, shall be made

in next day funds on the earlier of the Closing Date or the date of a determination by the RBI Parties to terminate or abandon the Plan.

Section 5.              Closing.

The closing for the sale of the Shares shall take place on the Closing Date electronically or at such location as mutually agreed upon

by the Agent and the RBI Parties (the “Closing”). At the Closing, the RBI Parties shall deliver to the Agent in next day funds

the commissions, fees and expenses due and owing to the Agent as set forth in Sections 4 and 10 hereof and the opinions and certificates

required hereby and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the

Shares as contemplated hereby and pursuant to the terms set forth in the Prospectus and the Plan.

Section 6.              Representations

and Warranties of the RBI Parties.

The RBI Parties jointly and

severally represent and warrant to the Agent that:

(a)            Each

of the RBI Parties has all such power, authority, authorizations, and approvals as may be required for it to enter into this Agreement,

and, as of the Closing Date, each of the RBI Parties will have all such power, authority, authorizations, and approvals as may be required

for it to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by RBI as provided herein and as

described in the Prospectus and the Plan. The consummation of the Conversion, the execution, delivery and performance of this Agreement

and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized

by all necessary corporate action on the part of each of the RBI Parties. This Agreement has been validly executed and delivered by each

of the RBI Parties, and is a valid, legal and binding obligation of each of the RBI Parties, in each case enforceable in accordance with

its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency,

moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the enforcement of creditors’

rights generally, or the rights of creditors of insured financial institutions and their holding companies, (ii) general equity principles

regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the

provisions of Sections 12 or 13 hereof may be unenforceable as against public policy.

(b)           The

Registration Statement was declared effective by the Commission on May 14, 2026. No stop order has been issued with respect to the

Registration Statement. No proceedings related to the Registration Statement have been initiated or, to the knowledge of the RBI Parties,

threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment

or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the 1933 Act and

the 1933 Act Regulations, and the Registration Statement and the Prospectus did 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, in light of the circumstances

under which they were made, not misleading. At the time any Rule 424(b) or (c) Prospectus is filed with the Commission

and at the Closing Date, the Registration Statement, including the Prospectus (including any amendment or supplement thereto) and, when

taken together with the Prospectus, any Blue Sky Applications or Sales Information (as such terms are defined in Section 12 hereof)

authorized by any of the RBI Parties for use in connection with the Offering, 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, in light of the circumstances

under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(b) shall

not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the RBI Parties by

the Agent expressly regarding the Agent or its counsel for use in the Prospectus under the captions “The Conversion and Offering

– Plan of Distribution; Marketing Agent and Underwriter Compensation” and “The Conversion and Offering – Records

Management Services” or in any Sales Information.

statistical and market related data contained in any Permitted Free Writing Prospectus (as hereinafter defined), the Prospectus and the

Registration Statement are based on or derived from sources which the RBI Parties reasonably believe were reliable and accurate at the

time they were filed with the SEC. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E

of the 1934 Act as defined below) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has

been made or reaffirmed without a reasonable basis by the RBI Parties or has been disclosed other than in good faith by the RBI Parties.

(d)           No

RBI Party has directly or indirectly distributed or otherwise used, and will not, without the prior consent of the Agent (which consent

shall not be unreasonably withheld, conditioned or delayed), directly or indirectly distribute or otherwise use, any prospectus, any “free

writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation,

content on any RBI Party’s website that may be deemed to be a prospectus, free writing prospectus or other offering material) in

connection with the Offering and the sale of the Shares.

(e)            At

the time of filing the Registration Statement and at the date hereof, RBI was not, and is not, an ineligible issuer, as defined in Rule 405.

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), RBI met the conditions required by Rules 164 and 433 for the use of a free writing prospectus. If required to be

filed, RBI has filed any issuer free writing prospectus related to the offering of the Shares at the time it is required to be filed under

Rule 433 and, if not required to be filed, will retain such free writing prospectus in RBI’s records pursuant to Rule 433(g) and

if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Shares, RBI will file or retain

such free writing prospectus as required by Rule 433.

(f)            The

Conversion Application, including the Plan, the Prospectus, the proxy statement for the solicitation of proxies from the Voting Depositors

(as defined in the Plan) for the special meeting to approve the Plan (the “Depositors’ Proxy Statement”) and the proxy

statement/prospectus constituting the proxy statement of RBI for the solicitation of proxies from stockholders of RBI for the special

meeting at which such stockholders will vote on a proposal to approve the Plan and the prospectus of RBI with respect to the issuance

of the Exchange Shares (the “Proxy Statement/Prospectus”), was approved by the Federal Reserve on May 12, 2026, and no

approval or authorization of any other regulatory or supervisory or other public authority is required in connection with the distribution

of the Depositors’ Proxy Statement and the Proxy Statement/Prospectus other than the NYSDFS and the Commission as it relates to

the Proxy Statement/Prospectus. No order has been issued by the Federal Reserve and any other applicable regulators preventing or suspending

the use of the Prospectus, the Depositors’ Proxy Statement or the Proxy Statement/Prospectus and no action by or before the Federal

Reserve or any other applicable regulator to revoke any approval, authorization or order of effectiveness related to the Offering is pending

or, to the knowledge of the RBI Parties, threatened. At the time of the approval of the Conversion Application, the Conversion Application,

including the Plan, the Prospectus, the Depositors’ Proxy Statement and the Proxy Statement/Prospectus (including any amendments

or supplements thereto), and any other proxy solicitation or informational materials, complied as to form in all material respects with

the applicable provisions of the Conversion Regulations, except to the extent waived or otherwise approved by the Federal Reserve or by

any other applicable regulator and, at all times subsequent thereto until the Closing Date, the Conversion Application, including the

Plan, the Prospectus, the Depositors’ Proxy Statement and the Proxy Statement/Prospectus (including any amendments or supplements

thereto), will comply as to form in all material respects with the Conversion Regulations, except to the extent waived or otherwise approved

by the Federal Reserve or any other applicable regulator. The Conversion Application, including the Plan, the Prospectus, the Depositors’

Proxy Statement and the Proxy Statement/Prospectus (including any amendments or supplements thereto), does not include any 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, in light

of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(f) shall

not apply to statements or omissions made in reliance upon and in conformity with written information furnished to RBI by the Agent or

its counsel expressly regarding the Agent for use in the Prospectus contained in the Conversion Application under the captions “The

Conversion and Offering – Plan of Distribution; Marketing Agent and Underwriter Compensation” and “The Conversion and

Offering – Records Management Services” or in any Sales Information.

(g)           The

Holding Company Application complies as to form in all material respects with the requirements of the Federal Reserve except to the extent

waived or otherwise approved by the Federal Reserve and was approved by the Federal Reserve on May 12, 2026. The MHC Application

complies as to form in all material respects with the requirements of the NYSDFS except to the extent waived or otherwise approved by

the NYSDFS and was approved by the NYSDFS on May 8, 2026.

(h)           No

order has been issued by the Federal Reserve, the NYSDFS, the Commission or any state securities administrator preventing or suspending

the use of the Prospectus or any supplemental sales literature authorized by the RBI Parties for use in connection with the Offering,

and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Conversion

is pending or, to the knowledge of the RBI Parties, threatened.

(i)            Pursuant

to the Conversion Regulations, the Plan has been approved by the Boards of Trustees and Directors of each of the RBI Parties, and is subject

to approval by the depositors of the Bank and the stockholders of RBI; at the Closing Date, the offer and sale of the Shares will have

been conducted in all material respects in accordance with the Plan, the Conversion Regulations, and all other applicable laws, regulations,

decisions and orders, including all terms, conditions, requirements and provisions precedent to the Conversion imposed upon the RBI Parties

by the Federal Reserve, the NYSDFS, the Commission or any other regulatory authority, other than those which the regulatory authority

permits to be completed after the Conversion, and in the manner described in the Prospectus. To the knowledge of the RBI Parties, no person

has sought to obtain review of the final action of the Federal Reserve in approving the Conversion Application or the Holding Company

Application pursuant to the Bank Holding Company Act of 1956, as amended (the “BHCA”), respectively, and the applicable regulations

of the Federal Reserve. To the knowledge of the RBI Parties, no person has sought to obtain review of the final action of the NYSDFS in

approving the MHC Application pursuant to its applicable regulations.

(j)            RP

Financial, L.C. (“RP Financial”), which prepared an independent valuation of the pro forma market value of RBI as of February 2,

2026 (as amended or supplemented, if so amended or supplemented) (the “Appraisal”), has advised the RBI Parties in writing

that it is independent with respect to each of the RBI Parties within the meaning of the Conversion Regulations, and the RBI Parties believe

RP Financial to be expert in preparing appraisals of savings institutions and the RBI Parties believe that the Appraisal was prepared

in accordance with the requirements of the Conversion Regulations.

(k)           Wolf &

Company, P.C. (“Wolf”), which certified RBI’s audited consolidated financial statements filed as part of the Registration

Statement and the Applications, has advised RBI that it is an independent certified public accountant within the meaning of the Code of

Ethics of the American Institute of Certified Public Accountants and the standards of the Public Company Accounting Oversight Board (United

States) (“PCAOB”), and Wolf is, with respect to RBI and each subsidiary thereof, an independent registered public accountant

as required by the 1933 Act and the 1933 Act Regulations.

(l)            RBI’s

consolidated financial statements, schedules and notes related thereto that are included in the Prospectus fairly present in all material

respects the financial condition, results of operations, equity and cash flows of RBI and its subsidiaries at the respective dates indicated

and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements

of Title 12 of the Code of Federal Regulations, Regulation S-X of the Commission and generally accepted accounting principles (“GAAP”)

(including those requiring the recording of certain assets at their current market value). Such financial statements, schedules and notes

related thereto have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as noted in the

notes to the financial statements), present fairly in all material respects the information required to be stated therein and are consistent

with the most recent financial statements and other reports filed with the Federal Reserve, and any other applicable regulatory authority,

except that accounting principles employed in such regulatory filings conform to the requirements of such authorities and not necessarily

to GAAP. 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 consolidated financial statements of RBI included in the Prospectus,

and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein.

(m)          Since

the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated

therein: (i) there has not been any material adverse change in the financial condition, results of operations, capital, assets, properties,

business affairs or prospects of the RBI Parties, taken as a whole, whether or not arising in the ordinary course of business (a “Material

Adverse Effect”); (ii) there has not been any material increase in the long-term debt of the RBI Parties or in the principal

amount of the Bank’s assets that are classified by the Bank as substandard, doubtful or loss or in loans past due 90 days or more

or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in

equity capital or total assets of the Bank, nor have the RBI Parties issued any securities or incurred any liability or obligation for

borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the

RBI Parties that have not been disclosed in the Prospectus; (iv) there has not been any material adverse change in the aggregate

dollar amount of the Bank’s deposit liabilities or RBI’s consolidated stockholders’ equity; (v) there has been

no material adverse change in the RBI Parties’ relationship with their insurance carriers, including, without limitation, cancellation

or other termination of the RBI Parties fidelity bond or any other type of insurance coverage; (vi) there has been no material change

in executive management of any of the RBI Parties; (vii) none of the RBI Parties has sustained any material loss or interference

with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered

by insurance; (viii) none of the RBI Parties is in default in the payment of principal or interest on any outstanding debt obligations;

(ix) the capitalization, liabilities, assets, properties and business of the RBI Parties conform in all material respects to the

descriptions thereof contained in the Prospectus; (x) none of the RBI Parties has any material contingent or other liabilities, except

as set forth in the Prospectus; and (xi) there has been no dividend or distribution of any kind declared, paid or made by the RBI

Parties.

(n)           RBI

has been duly incorporated and is validly existing as a stock corporation in good standing under the laws of the State of Maryland, with

the 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. RBI is duly qualified to transact business

and is in good standing as a foreign corporation in the State of New York and under the laws of each other jurisdiction in which such

qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, unless the failure to

so qualify in one or more of such jurisdictions would not have a Material Adverse Effect. Each of the RBI Parties has all licenses, permits

and other governmental authorizations required for the conduct of its respective business, except those that individually or in the aggregate

would not be reasonably expected to have a Material Adverse Effect; and as of the date hereof and as of Closing Date, all such licenses,

permits and governmental authorizations are and will be, respectively, in full force and effect, and the RBI Parties are and will be in

compliance therewith in all material respects, and the RBI Parties are as of the date hereof, and on the Closing Date will be, in compliance

with all laws, rules, regulations and orders applicable to the operation of their respective business except where failure to be in compliance

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in RBI’s

consolidated financial statements included in the Prospectus, RBI does not own any equity securities or any equity interest in any other

business enterprise except the Bank.

(o)           RBI

and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions

are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary

to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to

assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounts

or assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(p)           The

books, records and accounts and systems of internal accounting control of RBI and its subsidiaries comply in all material respects with

the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”). RBI and

its subsidiaries maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) and Rule 15d-15(e) under

the 1934 Act) that are effective in ensuring that the information they are required to disclose in the reports filed or submitted by RBI

under the 1934 Act is accumulated and communicated to RBI’s management (including the chief executive officer and chief financial

officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the SEC’s rules and

forms under the 1934 Act. To the knowledge of the RBI Parties, Wolf and the Audit Committee of the Board of Directors have been advised

of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting

which could adversely affect RBI’s and its subsidiaries’ ability to record, process, summarize, and report financial data;

and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in RBI’s

and its subsidiaries’ internal accounting controls.

(q)           Each

of the RBI Parties carries, or is covered by, insurance in such amounts and covering such risks as are prudent and customary in the business

in which they are engaged, and all policies of insurance insuring the RBI Parties are in full force and effect. Each RBI Party is in compliance

with the terms of such insurance policies and instruments in all material respects and there are no claims by any of them under any such

policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. No RBI

Party has been refused any insurance coverage sought or applied for, nor has any reason to believe that it will not be able to renew its

existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary

to continue its business.

(r)            The

Bank is duly organized and is validly existing as a New York state-chartered savings bank, and is duly authorized to conduct its business

and own its property as described in the Registration Statement and the Prospectus. The Bank has obtained all licenses, permits and other

governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would

not be reasonably expected to have a Material Adverse Effect, all such licenses, permits and governmental authorizations are in full force

and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business, except

where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Except as described in the Prospectus, the Bank does not own equity securities or any equity interest in any other active business enterprise

except the Federal Home Loan Bank of New York (the “FHLB-NY”), or as would not be material to the operations of the Bank.

All of the authorized and outstanding capital stock of the Bank is duly authorized, validly issued, fully paid and non-assessable, and

owned by RBI free and clear of any mortgage, pledge, lien, encumbrance, claim or restriction of any kind and RBI has no direct subsidiaries

other than the Bank and RSB Capital Trust I. At the Closing Date, the Conversion will have been effected in all material respects in accordance

with all applicable statutes, regulations, decisions and orders (except those as may have been modified or waived by a governmental agency);

and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act Regulations,

the Conversion Regulations, or letters or orders of approval, all terms, conditions, requirements and provisions with respect to the Conversion

imposed by the Federal Reserve, the NYSDFS or any other governmental agency, if any, will have been complied with by the RBI Parties in

all material respects or appropriate waivers will have been obtained and all material notice and waiting periods will have been satisfied,

waived or elapsed.

(s)            Except

as described in the Prospectus, there are no encumbrances, material legal restrictions or requirements required to be described therein,

on the ability of any RBI Party (i) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness

owed to another party, (ii) to make any loans or advances to, or investments in, another party or (iii) to transfer any of its

property or assets to another party.

(t)            The

Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves

as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of

the governing documents and applicable state and federal law and regulation, except where the failure to do so would not be reasonably

expected to have a Material Adverse Effect. Neither the Bank, nor any of its directors, officers or employees has committed any material

breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in

all material respects and accurately reflect the assets of such fiduciary account in all material respects.

(u)           The

authorized capital stock of the Bank consists of 100 shares of common stock, of $0.01 par value per share (the “Bank Common Stock”),

of which 100 shares of Bank Common Stock are issued and outstanding.

(v)           The

Bank is a member of the FHLB-NY. The deposit accounts of the Bank are insured by the Federal Deposit Insurance Corporation (the “FDIC”)

up to the maximum limits, and no proceedings for the termination or revocation of such insurance are pending or, to the knowledge of the

RBI Parties, threatened.

(w)           The

authorized capital stock of RBI consists of 25,000,000 shares of Common Stock, $0.01 par value per share, and 5,000,000 shares of

preferred stock, $0.01 par value per share (the “Preferred Stock”), of which 11,100,562 shares of Common Stock are

issued and outstanding (of which 6,345,975 shares are owned by the MHC), and no shares of Preferred Stock are issued and

outstanding. Upon consummation of the Conversion, the authorized, issued and outstanding capital stock of RBI will be within the

range set forth in the Prospectus under the caption “Capitalization”; the Shares have been duly and validly authorized

for issuance and, when issued and delivered by RBI pursuant to the Plan against payment of the consideration calculated as set forth

in the Plan and the Prospectus, will be duly and validly issued, fully paid and nonassessable and owned free and clear of any

security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim. Except as set forth in the Registration

Statement and the Prospectus and other than in the ordinary course of business consistent with past practice under RBI’s

equity compensation plans, there are no warrants or options to acquire, or instruments convertible into or exchangeable for, or

agreements or understandings with respect to the sale or issuance of, any shares of capital stock of or other equity interest in

RBI. The issuance of the Shares is not subject to preemptive rights, except for the subscription rights with respect to the Shares

granted pursuant to the Plan. The terms and provisions of the Shares conform in all material respects to the description thereof

contained in the Prospectus. Upon issuance of the Shares, good title thereto will be transferred from RBI to the purchasers thereof

against payment therefor as set forth in the Plan and the Prospectus, subject to such claims as may be asserted against the

purchasers thereof by third party claimants.

(x)            None

of the RBI Parties is, or at the Closing Date will be, (i) in violation of their respective articles of incorporation, charters,

bylaws, or other governing documents, as applicable, or (ii) in default in the performance or observance of any obligation, agreement,

covenant, or condition contained in any contract, lease, loan agreement, indenture or other instrument to which it is a party or by which

it or any of its property may be bound, which would be reasonably expected to result in a Material Adverse Effect. The execution and delivery

of this Agreement and the consummation of the transactions herein contemplated will not: (i) violate or conflict with the articles

of incorporation, charter, bylaws or other governing documents of any of the RBI Parties; (ii) conflict with, or constitute a breach

of or default under, any material contract, lease or other instrument to which any of the RBI Parties is a party or by which any of the

properties of the RBI Parties may be bound, or any applicable law, rule, regulation or order, except for such violations, conflicts, breaches

or defaults which would not reasonably be expected to have a Material Adverse Effect; (iii) violate any authorization, approval,

judgment, decree, order, statute, rule or regulation applicable to the RBI Parties, except for such violations which would not be

reasonably expected to have a Material Adverse Effect; or (iv) result in the creation of any lien, charge or encumbrance upon any

property of the RBI Parties, except for such liens, charges or encumbrances that would not individually or in the aggregate be reasonably

expected to have a Material Adverse Effect.

(y)            All

documents made available to or delivered or to be made available to or delivered by the RBI Parties or their representatives in connection

with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the Agent’s

exercise of due diligence, except for those documents which were prepared by parties other than the RBI Parties or their representatives,

to the knowledge of the RBI Parties, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered,

true, complete and correct in all material respects.

(z)            No

default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of any of

the RBI Parties, in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note,

bank loan or credit agreement or any other instrument or agreement to which any of the RBI Parties is a party or by which any of their

property is bound or affected in any respect which, in any such case, would be reasonably expected to have a Material Adverse Effect,

and such agreements are in full force and effect; and no other party to any such agreement has instituted or, to the knowledge of any

of the RBI Parties, threatened any action or proceeding wherein any of the RBI Parties is alleged to be in default thereunder under circumstances

where such action or proceeding, if determined adversely to any of the RBI Parties, would be reasonably expected to have a Material Adverse

Effect.

(aa)         The

RBI Parties have good and marketable title to all real property and good title to all other assets which are material to the businesses

of the RBI Parties, free and clear of all liens, charges, encumbrances, restrictions or other claims, except as are described in the Prospectus,

the pledging of assets to secure advances from the FHLB-NY or the Federal Reserve discount window, or where the absence of good and marketable

title, or good title, as the case may be, or the existence of such liens, charges, encumbrances, restrictions or other claims would not

be reasonably expected to have a Material Adverse Effect; and all of the leases and subleases which are material to the businesses of

the RBI Parties, taken as a whole, including those described in the Registration Statement or Prospectus, are in full force and effect.

(bb)         The

RBI Parties are not in violation of any directive from the Federal Reserve, the NYSDFS or any other agency, to make any material change

in the method of conducting their respective businesses so as to comply in all material respects with all applicable statutes and regulations

(including, without limitation, regulations, decisions, directives and orders of the Federal Reserve or the NYSDFS); the RBI Parties have

conducted and are conducting their respective businesses so as to comply in all respects with all applicable statutes and regulations

(including, without limitation, regulations, decisions, directives and orders of the Commission, the Federal Reserve and the NYSDFS),

except where the failure to so comply would not be reasonably expected to have a Material Adverse Effect, and there is no charge, investigation,

action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of

any of the RBI Parties, threatened, which might materially and adversely affect the Conversion, the performance of this Agreement by the

RBI Parties, or the consummation of the transactions contemplated in the Plan as described in the Registration Statement, or which might

be reasonably expected to result in a Material Adverse Effect.

(cc)          The

RBI Parties have received an opinion of their special counsel, Luse Gorman, PC (“Luse Gorman”), with respect to the federal

income tax consequences of the Conversion and an opinion from Wolf with respect to the New York state tax consequences of the Conversion;

all material aspects of the opinions of Luse Gorman and Wolf are accurately summarized in the Registration Statement and Prospectus, and

the facts upon which such opinions are based are truthful, accurate and complete, and none of the RBI Parties will intentionally take

any action inconsistent therewith.

(dd)         The

RBI Parties have filed all required federal and state tax returns, paid all taxes that have become due and payable, except where permitted

to be extended or where the failure to pay such taxes would not be reasonably expected to have a Material Adverse Effect, and made adequate

reserves for similar future tax liabilities to the extent required by GAAP, and no deficiency has been asserted with respect thereto by

any taxing authority. To the knowledge of the RBI Parties, there are no transfer taxes or other similar fees or charges under federal

law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery

of this Agreement by the RBI Parties or with the issuance, offering or sale of the Shares.

(ee)          No

approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required by the RBI Parties

for the execution and delivery by the RBI Parties of this Agreement, or the issuance of the Shares, except for the approvals of the Federal

Reserve, the NYSDFS, and the Commission, such approvals as may be required under the rules of FINRA and the Nasdaq Stock Market LLC

(“NASDAQ”), and any necessary qualification, notification, or registration or exemption under the securities or blue sky laws

of the various states in which the Shares are to be offered.

(ff)           None

of the RBI Parties has: (i) issued any securities within the last 18 months except for (a) notes to evidence Bank loans or other

liabilities in the ordinary course of business or as described in the Prospectus, and (b) shares of Common Stock issued with respect

to any exercises of stock options or grants of restricted stock by RBI; (ii) had any dealings with respect to sales of securities

within the 12 months prior to the date hereof with any member of FINRA, or any person related to or associated with such member, other

than discussions and meetings relating to the Offering and purchases and sales of U.S. government and agency and other securities in the

ordinary course of business; or (iii) engaged any intermediary between the Agent and the RBI Parties in connection with the Offering,

and no person is being compensated in any manner for such services. Appropriate arrangements have been made for placing the funds received

from subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision

for refund to the purchasers in the event that the Conversion is not completed for whatever reason or for delivery to RBI if all Shares

are sold.

(gg)         To

the knowledge of the RBI Parties, the RBI Parties have not made any payment of funds of the RBI Parties as a loan to any person for the

purchase of Shares, except for RBI’s loan to the ESOP, the proceeds of which may be used to purchase Shares, or has made any other

payment or loan of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(hh)         The

Bank is in compliance in all material respects with the applicable financial record keeping and reporting requirements of the Currency

and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. The Bank has established compliance

programs and is in compliance in all material respects with the requirements of the Uniting and Strengthening America by Providing Appropriate

Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and all applicable regulations promulgated

thereunder, and, except as disclosed in the Prospectus, there is no charge, investigation, action, suit or proceedings before any governmental

authority pending or, to the knowledge of the Bank, threatened regarding the Bank’s compliance with the USA PATRIOT Act or any regulations

promulgated hereunder.

(ii)            All

Sales Information (as defined in Section 12(a)) used by RBI in connection with the Offering that is required by the Federal Reserve

or the Commission to be filed has been filed with the Federal Reserve or the Commission, as applicable.

(jj)            None

of the RBI Parties nor any properties owned or operated by any of them, is in violation of or liable under any Environmental Law (as defined

below), except for such violations or liabilities that, individually or in the aggregate, would not be reasonably expected to have a Material

Adverse Effect. 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 any of

the RBI Parties, threatened relating to the liability of any property owned or operated by any of the RBI Parties 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 be reasonably expected to 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, whether by type or by quantity, including any material containing any such

substance as a component.

(kk)         The

RBI Parties own, or have valid, binding, enforceable and sufficient licenses or other rights to use the patents, copyrights, trademarks,

service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights)

and other intellectual property necessary or used in any material respect to conduct their business in the manner in which it is being

conducted and in the manner in which it is contemplated as set forth in the Prospectus (collectively, the “RBI Parties’ Intellectual

Property”). The RBI Parties’ Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or

licensed by the RBI Parties is unenforceable or invalid. To the RBI Parties’ knowledge, no RBI Party has infringed or otherwise

violated any intellectual property rights of any third person nor is obligated to pay a royalty, grant a license, or provide other consideration

to any third party in connection with any of the RBI Parties’ Intellectual Property. No person has asserted in writing, or to the

RBI Parties’ knowledge, threatened to assert any claim against, or notified, the RBI Parties that (i) the RBI Parties have

infringed or otherwise violated any intellectual property rights of any third person, (ii) the RBI Parties are in breach or default

of any contract under which any of the RBI Parties’ Intellectual Property is provided, (iii) such person will terminate a contract

described in clause (ii) or adversely alter the scope of the rights provided thereunder or (iv) otherwise concerns the ownership,

enforceability, validity, scope, registerability, interference, use or the right to use, any of the RBI Parties’ Intellectual Property.

To the knowledge of each RBI Party, no third party is infringing or otherwise violating any of the RBI Parties’ Intellectual Property.

(ll)           The

RBI Parties have not relied upon the Agent or its counsel for any legal, tax or accounting advice in connection with the Conversion.

(mm)       The

records used by the RBI Parties to determine the identity of Eligible Account Holders, Supplemental Eligible Account Holders, and Other

Depositors are accurate and complete in all material respects.

(nn)         None

of the RBI Parties is required to be registered as an investment company under the Investment Company Act of 1940.

(oo)         Any

certificates signed by an officer of any of the RBI Parties and delivered to the Agent or its counsel that refer to this Agreement shall

be deemed to be a representation and warranty by the RBI Parties to the Agent as to the matters covered thereby with the same effect as

if such representation and warranty were set forth herein.

(pp)         No

RBI Party maintains any “pension plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),

except as may be disclosed in the Registration Statement and the Prospectus. In addition, (i) the employee benefit plans, including

any pension plans and employee welfare benefit plans, of the RBI Parties (the “Employee Plans”) have been operated in compliance

with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), all regulations, rulings

and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (ii) no reportable

event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the RBI Parties for which the reporting

requirements have not been waived by the Pension Benefit Guaranty Corporation, (iii) no prohibited transaction under Section 406

of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the RBI Parties and (iv) all Employee

Plans of the RBI Parties that are group health plans have been operated in compliance with the group health plan continuation coverage

requirements of Section 4980B of the Code, except, in each case as to subsections (i), (ii), (iii) and (iv), to the extent such

noncompliance, reportable event or prohibited transaction would not be reasonably expected to have a Material Adverse Effect. There are

no pending or, to the knowledge of the RBI Parties, threatened, claims by or on behalf of any Employee Plan of the RBI Parties, by any

employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans

or any of their respective fiduciaries (other than for routine claims for benefits).

(qq)         No

RBI Party, or, to the their knowledge, any director, officer, agent, employee or affiliate of any RBI Party, is currently subject to any

U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and RBI will

not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,

joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S.

sanctions administered by OFAC.

(rr)           To

the extent applicable, all disclosures contained in the Registration Statement and the Prospectus, including any documents incorporated

by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the 1933 Act) comply in all material

respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act.

(ss)         As

of the date hereof and as of the Closing Date, except as may be described in the Prospectus, no RBI Party is subject to, or has received

any notice that any of them may become subject or party to any cease-and-desist order, written agreement, consent agreement, memorandum

of understanding or other regulatory enforcement action, proceeding or order with or by, or has adopted any board resolutions at the request

of, any regulatory authority that currently relates to or restricts in any material respect the conduct of their business or that in any

manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”), nor has any RBI

Party been advised by any regulatory authority that such regulatory authority is considering issuing or requesting any such Regulatory

Agreement; provided, however, that notwithstanding anything to the contrary contained in this subsection (ss), the term “Regulatory

Agreement” does not include any confidential supervisory information or communication (including confidential supervisory information

as defined in 12 C.F.R. § 261.2(c) and as identified in 12 C.F.R. § 309.5(g)(8)) of a regulatory authority the disclosure

of which would be prohibited by such regulatory authority.

(tt)           No

RBI Party nor any affiliate or person acting on its behalf has taken, nor will take, directly or indirectly, any action designed to or

that would be reasonably expected to cause or result in stabilization or manipulation of the price of any securities of RBI resulting

in a violation of Regulation M under the 1934 Act.

(uu)         No

relationship, direct or indirect, exists between or among any RBI Party, on the one hand, and the directors, officers, stockholders, customers

or suppliers of such RBI Party, on the other, that is required by the 1933 Act to be described in the Registration Statement or Prospectus

and that is not so described.

(vv)         Except

as described in the Prospectus, there are no material off-balance sheet transactions, arrangements, obligations (including contingent

obligations), or any other relationships with unconsolidated entities or other persons, that may have a material current or future effect

on RBI’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures,

capital resources, or significant components of revenues or expenses.

(ww)        RBI

is in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)

and the rules and regulations of the Commission thereunder applicable to RBI and as to which compliance is currently required by

RBI. RBI is in compliance in all material respects with the applicable rules and regulations of NASDAQ.

(xx)           All

of the loans represented as assets of the RBI Parties in the Registration Statement or Prospectus meet or are exempt from all requirements

of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of

Regulation Z and 12 C.F.R. Part 226), 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 be reasonably expected to have a Material

Adverse Effect.

(yy)         To

the RBI Parties’ knowledge, there are no affiliations or associations between the Agent and any of the RBI Parties’ officers

or directors.

Section 7.              Representations

and Warranties of the Agent. The Agent represents and warrants to the RBI Parties that:

(a)           The

Agent is a corporation validly existing in good standing under the laws of the State of New York and licensed to conduct business in the

State of New York and all states in which the Shares will be offered for sale with full power and authority to provide the services to

be furnished to the RBI Parties hereunder.

(b)           The

execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized

by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and

is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms (except as the enforceability thereof may

be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’

rights generally, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or

at law, and except to the extent, if any, that the provisions of Sections 12 and 13 hereof may, with respect to the Agent, be unenforceable

as against public policy).

of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and

empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling

agent in each of the jurisdictions in which the Shares are to be offered by RBI in reliance upon the Agent as a registered selling agent

as set forth in the blue sky memorandum prepared with respect to the Offering.

(d)           The

execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the

terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute

a default (or an event which with notice or lapse of time or both would constitute a default) under, the Certificate of Incorporation

or Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property

is bound.

(e)           No

approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery

of this Agreement, except as may have been received.

(f)            No

action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending or, to the knowledge

of Agent, threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of

Agent to perform its obligations under this Agreement.

Section 8.              Covenants

of the RBI Parties.

The RBI Parties hereby jointly

and severally covenant with the Agent as follows:

(a)            RBI

will not, at any time after the date the Registration Statement is initially filed, file any amendment or supplement to the Registration

Statement without providing the Agent and its counsel a reasonable opportunity to review and comment on such amendment or supplement.

RBI will furnish promptly to the Agent and its counsel copies of all correspondence from the Commission with respect to the Registration

Statement and RBI’s responses thereto.

(b)           RBI

represents and agrees that it has not made and, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable

withheld, conditioned or delayed), will not make any offer relating to the Shares that would constitute an “issuer free writing

prospectus,” as defined in Rule 433 under the 1933 Act, or that would otherwise constitute a “free writing prospectus,”

as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. Any such free writing prospectus consented to by RBI

and the Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” RBI represents that it has treated or agrees

that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,

and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including

timely filing with the SEC where required, legending and record keeping. RBI represents that it has satisfied the conditions in Rule 433

to avoid a requirement to file with the SEC any electronic road show.

at any time following issuance of a Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of

which such Permitted Free Writing Prospectus conflicted or would conflict in any material respect with the information contained in the

Registration Statement or Prospectus 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, RBI will promptly notify the Agent that any use of such Permitted Free Writing Prospectus may cease until it is amended

or supplemented, and RBI will promptly amend or supplement such Permitted Free Writing Prospectus to eliminate or correct such conflict,

untrue statement or omission.

(d)           The

RBI Parties will not, at any time after the date the Applications are approved, file any amendment or supplement to the Applications without

providing the Agent and its counsel a reasonable opportunity to review and comment on the non-confidential portions of such amendment

or supplement. The RBI Parties will furnish promptly to the Agent and its counsel copies of all correspondence from the Federal Reserve,

the NYSDFS and any other regulator with respect to the Applications, and the RBI Parties’ non-confidential responses thereto.

(e)           The

RBI Parties will use their best efforts to cause the Federal Reserve to approve the Conversion Application and the Holding Company Application

and the NYSDFS to approve the MHC Application, will use their best efforts to cause any post-effective amendment to the Registration Statement

to be declared effective by the Commission, any post-approval amendment to the Conversion Application or the Holding Company Application

to be approved by the Federal Reserve and any post-approval amendment to the MHC Application to be approved by the NYSDFS, and will promptly

upon receipt of any information concerning the events listed below notify the Agent (i) when the Registration Statement has become

effective; (ii) when the Conversion Application has been approved by the Federal Reserve; (iii) when the Holding Company Application

has been approved by the Federal Reserve; (iv) when the MHC Application has been approved by the NYSDFS; (v) of the receipt

of any comments from the Federal Reserve or any other governmental entity with respect to the Conversion or the transactions contemplated

by this Agreement; (vi) of any request by the Commission, the Federal Reserve, or any other governmental entity for any amendment

or supplement to the Registration Statement or the Conversion Application and the Holding Company Application or for additional information;

(vii) of the issuance by the Commission or the Federal Reserve, or any other governmental agency of any order or other action suspending

the Offering or the use of the Registration Statement or the Prospectus or any other filing of the RBI Parties under the Conversion Regulations

or other applicable law, or the threat of any such action; or (viii) of the issuance by the Commission or the Federal Reserve, or

any federal or state authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat

of initiation or threat of any proceedings for that purpose. The RBI Parties will make every reasonable effort to prevent the issuance

by the Commission, the Federal Reserve, or any other federal or state authority of any order referred to in (vi) and (vii) above

and, if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(f)            RBI

will make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the effective

date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act), an earnings statement of RBI and its subsidiaries

(which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations.

(g)           The

RBI Parties will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, as originally filed and each

amendment thereto. Further, the RBI Parties will deliver such additional copies of the Registration Statement to counsel to the Agent

as may be required for any FINRA filings. The filing of the Registration Statement on the Commission’s EDGAR system shall constitute

delivery for this purpose.

(h)           The

RBI Parties will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to the

Offering) is required to be delivered under the 1933 Act or the 1933 Act Regulations, such number of copies of such Prospectus (as amended

or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act and the 1933 Act Regulations. RBI authorizes

the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan

in connection with the sale of the Shares in the Offering.

(i)             The

RBI Parties will comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Conversion

and the transactions contemplated thereby, imposed by the Commission, by applicable state law and regulations, and by the 1933 Act, the

1934 Act, the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”),

to be complied with prior to the Closing Date; and when the Prospectus is required to be delivered, the RBI Parties will comply in all

material respects, at their own expense, with all requirements imposed upon them by the Federal Reserve, the Conversion Regulations (except

as modified or waived in writing by the Federal Reserve), the Commission, by applicable state law and regulations and by the 1933 Act

and the 1933 Act Regulations, in each case as from time to time in force, so far as is necessary to permit the continuance of sales or

offering of shares of Common Stock during such period in accordance with the provisions hereof and the Prospectus.

(j)            RBI

will file the Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the SEC’s close of business on the

second business day following the date such Prospectus is first used.

(k)            During

any period when the Prospectus is required to be delivered, each of the RBI Parties will inform the Agent of any event or circumstance

of which it is or becomes aware as a result of which the Registration Statement and/or Prospectus, as then supplemented or amended, would

include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not

misleading. If it is necessary, in the reasonable opinion of counsel for the RBI Parties, to amend or supplement the Registration Statement

or the Prospectus in order to correct such untrue statement of a material fact or to make the statements therein not misleading in light

of the circumstances existing at the time of their use, the RBI Parties will, at their expense, prepare and file with the Commission and

the Federal Reserve, and furnish to the Agent, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements

to, the Registration Statement and the Prospectus (after a reasonable time for review by counsel for the Agent) which will amend or supplement

the Registration Statement and/or the Prospectus so that as amended or supplemented it 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 light of the circumstances existing at the

time, not misleading. For the purpose of this subsection, each of the RBI Parties will furnish such information with respect to itself

as the Agent may from time to time reasonably request.

(l)            Pursuant

to the terms of the Plan, RBI will endeavor in good faith, in cooperation with the Agent, to register or to qualify the Shares for offering

and sale or to exempt such Shares from registration and to exempt RBI and its officers, directors and employees from registration as broker-dealers,

under the applicable securities laws of the jurisdictions in which the Offering will be conducted; provided, however, that RBI shall not

be obligated to file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction

in which it is not so qualified, or to register its directors or officers as brokers, dealers, salespersons or agents in any jurisdiction.

In each jurisdiction where any of the Shares shall have been registered or qualified as above provided, RBI will make and file such statements

and reports as are required by the applicable regulatory authority in connection with such registration or qualification.

(m)          The

RBI Parties will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the date hereof, any shares

of their capital stock or securities convertible into or exercisable for shares of their capital stock, without the Agent’s prior

written consent, other than the Shares, the Exchange Shares or in connection with any plan or arrangement described in the Prospectus,

including existing stock benefit plans.

(n)           The

RBI Parties will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption “Use

of Proceeds.”

(o)           The

RBI Parties will distribute the Prospectus or other offering materials in connection with the offering and sale of the Common Stock only

in accordance with the Conversion Regulations, the 1933 Act and the 1933 Act Regulations, and the laws of any state in which the Shares

are qualified for sale.

(p)           RBI

shall maintain the effectiveness of the registration of its Common Stock under Section 12(g) of the 1934 Act for not less than

three years from the Closing Date or such shorter period as may be required by applicable law.

(q)           During

the period during which Shares are registered under the 1934 Act, RBI will furnish to its stockholders as soon as practicable after the

end of each fiscal year an annual report of RBI (including a consolidated balance sheet and statements of consolidated income, stockholders’

equity and cash flows of RBI and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance

with Regulation S-X under the 1933 Act and the 1934 Act). For three years from the date hereof, RBI will furnish to the Agent unless available

on the Commission’s EDGAR system: (i) as soon as practicable after such information is publicly available, a copy of each report

of RBI furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of

securities of RBI is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and

annual reports to stockholders), (ii) a copy of each other non-confidential report of RBI mailed to its stockholders or filed with

the Commission, the Federal Reserve or any other supervisory or regulatory authority or any national securities exchange or system on

which any class of securities of RBI is listed or quoted, each press release, and material news items and additional documents and information

with respect to RBI and the Bank as the Agent may reasonably request; and (iii) from time to time, such other non-confidential information

concerning the RBI Parties as the Agent may reasonably request.

(r)            The

RBI Parties will maintain appropriate arrangements for depositing with the Bank all funds received from persons mailing subscriptions

for or orders to purchase Shares in the Offering, on an interest bearing basis at the rate described in the Prospectus until the Closing

Date and satisfaction of all conditions precedent to the release of RBI’s obligation to refund payments received from persons subscribing

for or ordering Shares in the Offering, in accordance with the Plan as described in the Prospectus, or until refunds of such funds have

been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus.

The RBI Parties will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the

FDIC (to the maximum extent allowable) and to enable the RBI Parties to make the appropriate refunds of such funds in the event that such

refunds are required to be made in accordance with the Plan and as described in the Prospectus.

(s)            RBI

has been duly registered as a bank holding company under the applicable provisions of the BHCA. The activities of RBI’s subsidiaries

are permitted activities of subsidiaries of a bank holding company under applicable law and the rules and regulations of the Federal

Reserve set forth in Title 12 of the Code of Federal Regulations.

(t)            To

the knowledge of the RBI Parties, after due inquiry of its officers and directors, there are no affiliations with any FINRA member firm

among the RBI Parties’ officers or directors, except as set forth in the Registration Statement and the Prospectus, or as otherwise

disclosed in writing to the Agent.

(u)           The

RBI Parties 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 5110 of FINRA. All of the information, as may have been updated or amended, provided to the Agent or to counsel

for the Agent by the RBI Parties, regarding its officers and directors in connection with letters, filings or other supplemental information

provided to FINRA pursuant to FINRA Rule 5110 and FINRA Rule 5121 is true, complete and correct.

(v)           Until

the Closing Date, the RBI Parties will conduct their businesses 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

Federal Reserve, and the NYSDFS.

(w)           The

RBI Parties shall comply with any and all terms, conditions, requirements and provisions with respect to the Conversion and the transactions

contemplated thereby imposed by the Federal Reserve, the NYSDFS, the Conversion Regulations, the Commission, the 1933 Act and the 1933

Act Regulations, the 1934 Act and the 1934 Act Regulations to be complied with subsequent to the Closing Date. RBI will comply with all

provisions of all undertakings contained in the Registration Statement.

(x)            The

RBI Parties will not amend the Plan without notifying the Agent prior thereto.

(y)           The

RBI Parties will take all actions necessary to ensure that, immediately upon completion of the sale by RBI of the Shares and the completion

of certain transactions necessary to implement the Plan, all terms, conditions, requirements and provisions with respect to the Conversion

(except those that are conditions subsequent) imposed on the RBI Parties by the Federal Reserve, the SEC, the NYSDFS or any other governmental

authority, if any, shall have been complied with by the RBI Parties in all material respects or appropriate waivers shall have been obtained

and all notice and waiting periods shall have been satisfied, waived or elapsed.

(z)            RBI

shall provide the Agent with any information necessary to allow the Agent to manage the allocation process in order to permit RBI to carry

out the allocation of the Shares in the event of an oversubscription, and such information shall be accurate in all material respects.

(aa)         Prior

to the Closing Date, the RBI Parties will inform the Agent of any event or circumstances of which it is aware as a result of which the

Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit

to state a material fact necessary in order to make the statements therein not misleading.

(bb)         RBI

will not deliver the Shares until the RBI Parties have satisfied or caused to be satisfied each condition set forth in Section 11

hereof, unless such condition is waived in writing by the Agent.

(cc)         Prior

to the Closing Date, the Plan shall have been approved by the depositors of the Bank and the stockholders of RBI, in accordance with the

Plan and the Conversion Regulations and the applicable provisions, if any, of the certificate of incorporation, articles of incorporation

and bylaws or other governing documents of the MHC and RBI, as applicable.

(dd)         Subsequent

to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may

be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the RBI Parties will: (i) issue

any securities or incur any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar

sources disclosed in the Prospectus in the ordinary course of its business, or (ii) enter into any transaction which is material

in light of the business and properties of the RBI Parties, taken as a whole.

(ee)         The

facts and representations provided to Luse Gorman by the RBI Parties and upon which Luse Gorman will base its opinion under Section 11(c)(1) of

this Agreement are and will be truthful, accurate and complete.

(ff)           The

RBI Parties will not distribute any offering material in connection with the Offering except for the Prospectus and the Sales Information

(as defined in Section 12 hereof) that has been filed with the Registration Statement and the Conversion Application. The Sales Information

will not conflict in any material respect with the information contained in the Prospectus.

(gg)         RBI

will report the use of proceeds of the Offering in accordance with Rule 463 of the 1933 Act Regulations.

(hh)         Until

the completion of all actions required in connection with the Conversion and this Agreement, the RBI Parties will comply, and use its

best efforts to cause its directors and officers, in their capacities as such, to comply, in all material respects, with all effective

applicable provisions of federal and state securities laws and the rules and regulations thereunder.

(ii)            The

RBI Parties shall notify the Agent when subscription funds shall have been received for the minimum number of Shares set forth in the

Prospectus.

Section 9.              Covenants

of the Agent. The Agent hereby covenants with the RBI Parties as follows:

(a)            During

the Offering, the Agent shall comply, in all material respects, with all requirements imposed upon it by the Federal Reserve and by the

1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations with respect to the Offering.

(b)           The

Agent shall distribute the Prospectus in connection with the sales of the Common Stock in accordance with the Conversion Regulations,

the 1933 Act and the 1933 Act Regulations.

Section 10.            Payment

of Expenses. Whether or not the Conversion is completed or the sale and issuance of the Shares by RBI is consummated, the RBI

Parties will pay for all their expenses incident to the performance of this Agreement customarily borne by issuers, including without

limitation: (a) the preparation and filing of the Applications; (b) the preparation and filing of the Registration Statement,

(c) the printing, delivery and mailing of the Prospectus, and all documents related to the Offering and proxy solicitation; (d) all

filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by RBI under the securities

or blue sky laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith,

and in connection with the preparation of a blue sky law survey; (e) the filing fees of FINRA related to the Agent’s fairness

filing under FINRA Rule 5110; (f) fees and expenses related to the preparation of the Appraisal; (g) fees and expenses

related to auditing and accounting services; (h) expenses relating to advertising, temporary personnel, investor meetings and the

stock information center; (i) transfer agent fees and costs of preparation and distribution of stock certificates; and (j) any

fees or expenses associated with listing additional shares on NASDAQ. If the Agent incurs any expenses on behalf of the RBI Parties, the

RBI Parties will pay or reimburse the Agent for such expenses regardless of whether the Conversion is successfully completed, and such

reimbursements will not be included in the expense limitations set forth above.

Section 11.            Conditions

to the Agent’s Obligations. The obligations of the Agent hereunder are subject, to the extent not waived in writing by the

Agent, to the condition that all representations and warranties of the RBI Parties herein contained are, at and as of the commencement

of the Offering and (except to the extent such representations and warranties speak as of an earlier date) at and as of the Closing Date,

true and correct in all material respects (except to the extent such representations or warranties are qualified as to materiality, in

which case they shall be true and correct in all respects), the condition that the RBI Parties shall have performed, in all material respects,

all of their obligations hereunder to be performed on or before such dates and to the following further conditions:

(a)            At

the Closing Date, the RBI Parties shall have conducted the Conversion in all material respects in accordance with the Plan, the Conversion

Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions

precedent to the Conversion imposed upon them by the Federal Reserve, the NYSDFS and the Commission or any other government authority.

(b)           The

Registration Statement shall have been declared effective by the Commission, the Conversion Application and Holding Company Application

shall have been approved by the Federal Reserve and the MHC Application shall have been approved by the NYSDFS and, at the Closing Date,

no stop order or other action suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or

proceedings therefor initiated or, to the knowledge of the RBI Parties, threatened by the Commission or any state authority and no order

or other action suspending the authorization for use of the Prospectus or the consummation of the Conversion shall have been issued, or

proceedings therefor initiated or, to the knowledge of the RBI Parties, threatened by the Federal Reserve, the Commission, or any other

governmental authority. The Shares shall have been registered for offering and sale or exempted therefrom under the securities or blue

sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by RBI.

the Closing Date, the Agent shall have received:

(1)            The

opinion, dated as of the Closing Date, of Luse Gorman, in form and substance satisfactory to the Agent and counsel for the Agent, to the

effect as attached hereto as Exhibit A; and

(2)            The

letter, dated as of the Closing Date, of Luse Gorman, in form and substance satisfactory to the Agent and counsel for the Agent, to the

effect as set forth in the last paragraph of Exhibit A.

(d)           Concurrently

with the execution of this Agreement, the Agent shall receive a letter from Wolf, dated the date hereof and addressed to the Agent with,

such letter (i) confirming that Wolf is an independent registered public accounting firm within the meaning of the 1933 Act and the

1933 Act Regulations, and stating in effect that in the opinion of Wolf, RBI’s consolidated financial statements included in the

Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the related rules and

regulations of the Commission thereunder; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an

audit in accordance with generally accepted auditing standards) consisting of a review (in accordance with Audit Standard No. 4105)

of the latest available unaudited consolidated interim financial statements prepared by RBI, a reading of the minutes of the meetings

of the Boards of Trustees and Directors of the RBI Parties and committees thereof and consultations with officers of the RBI Parties responsible

for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited consolidated

financial statements included in the Prospectus are not in conformity with generally accepted accounting principles applied on a basis

substantially consistent with that of the audited financial statements included in the Prospectus; or (B) except as stated in such

letter, during the period from the date of the latest unaudited consolidated financial statements included in the Prospectus to a specified

date not more than three business days prior to the date of the Prospectus, there was any material increase in borrowings (defined as

securities sold under agreements to repurchase and any other form of debt other than deposits), non-performing loans or special mention

loans, or material decrease in deposits, total assets or stockholders’ equity, or there was any change in common stock outstanding

at the date of such letter as compared with amounts shown in the latest unaudited statement of condition or there was any material decrease

in net income of RBI for the period commencing immediately after the period covered by the latest unaudited income statement included

in the Prospectus and ended not more than three business days prior to the date of the Prospectus as compared to the corresponding period

in the preceding year; and (iii) stating that, in addition to the audit examination referred to in its opinion included in the Prospectus

and the performance of the procedures referred to in clause (ii) of this subsection (d), they have compared with the general accounting

records of RBI and its subsidiaries, which are subject to the internal controls of the accounting system of RBI and its subsidiaries and

other data prepared by RBI and its subsidiaries from their accounting records, to the extent specified in such letter, such amounts and/or

percentages set forth in the Prospectus as the Agent may reasonably request, and they have found such amounts and percentages to be in

agreement therewith (subject to rounding).

(e)            At

the Closing Date, the Agent shall receive a letter from Wolf, dated as of the Closing Date and addressed to the Agent, confirming the

statements made by its letter delivered pursuant to subsection (d) of this Section 11, the “specified date” referred

to in clause (ii)(B) thereof to be a date specified in such letter, which shall not be more than three business days prior to the

Closing Date.

(f)            At

the Closing Date, counsel to the Agent shall have been furnished with such documents as counsel for the Agent may reasonably require for

the purpose of enabling them to advise the Agent with respect to the issuance and sale of the Shares as herein contemplated and related

proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions

herein contained.

(g)            At

the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the RBI

Parties, dated the Closing Date, to the effect that:

(i)            they

have examined the Registration Statement and at the time the Registration Statement became effective, the Prospectus did 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 light of the

circumstances under which they were made, not misleading;

(ii)          there

has not been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, any Material

Adverse Effect otherwise than as set forth or contemplated in the Registration Statement and the Prospectus;

(iii)          the

representations and warranties contained in Section 6 of this Agreement are true and correct with the same force and effect as though

made at and as of the Closing Date;

(iv)         the

RBI Parties have complied in all material respects with all material agreements and satisfied all conditions on their part to be performed

or satisfied at or prior to the Closing Date, including the conditions on their part contained in this Section 11;

(v)          no

stop order has been issued or, to their knowledge, is threatened, by the Commission or any other governmental body;

(vi)         no

order suspending the Offering, the Conversion or the effectiveness of the Registration Statement has been issued and to their knowledge,

no proceedings for any such purpose have been initiated or threatened by the Federal Reserve, the Commission, the NYSDFS or any other

governmental authority;

(vii)        to

their knowledge, no person has sought to obtain regulatory or judicial review of the action of the Federal Reserve in approving the Conversion

Application and the Holding Company Application or to enjoin the Conversion; and

(viii)       to

their knowledge, no person has sought to obtain regulatory or judicial review of the action of the NYSDFS in approving the MHC Application.

(h)           At

the Closing Date, the Agent shall receive a letter from RP Financial, dated as of the Closing Date:

(i)           confirming

that said firm is independent of the RBI Parties and is experienced and expert in the area of corporate appraisals;

(ii)          stating

in effect that the Appraisal complies in all material respects with the applicable requirements of the Conversion Regulations; and

(iii)         further

stating that its opinion of the aggregate pro forma market value of the RBI expressed in the Appraisal as most recently updated, remains

in effect.

(i)            None

of the RBI Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement and

Prospectus, any material loss or interference with its business from fire, explosion, flood, earthquake or other calamity, whether or

not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the

Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement

and the Prospectus, there shall not have been any Material Adverse Effect, otherwise than as set forth in the Registration Statement and

Prospectus, that is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable

to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(j)            Prior

to and at the Closing Date, in the reasonable opinion of the Agent there shall have been no material adverse change in the consolidated

financial condition or in the consolidated earnings or business of RBI from and as of the latest dates as of which such condition is set

forth in the Prospectus, except as referred to therein.

(k)            At

or prior to the Closing Date, the Agent shall receive (i) a copy of the letter from the Federal Reserve approving the Conversion

Application, (ii) a copy of the order from the Commission declaring the Registration Statement effective, (iii) a copy of the

letter from the Federal Reserve approving the Holding Company Application, (iv) a copy of the letter from the NYSDFS approving the

MHC Application, (v) a certificate from the FHLB-NY evidencing the Bank’s membership therein, and (vi) any other documents

that Agent shall reasonably request.

(l)            Subsequent

to the date hereof, there shall not have occurred any of the following:

(i)            a

suspension or limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”), NASDAQ or in the

over-the-counter market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been

required by either of such exchanges or by order of the Commission or any other governmental authority other than temporary trading halts;

(ii)           a

general moratorium on the operations of federally insured financial institutions or a general moratorium on the withdrawal of deposits

from commercial banks or other federally insured financial institutions declared by either governmental authorities; or

(iii)          a

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, including, without limitation, terrorist activities after the date hereof, the effect of which, in the reasonable

judgment of the Agent, is so material and adverse as to make it impracticable to market the Shares or to enforce contracts, including

subscriptions or purchase orders, for the sale of the Shares.

(m)          Prior

to and at the Closing Date, none of the RBI Parties will have received from the Federal Reserve, the NYSDFS, or the FDIC any direction

(oral or written) to make any material change in the method of conducting their business with which it has not complied in all material

respects (which direction, if any, shall have been disclosed to the Agent only if such it is not considered confidential supervisory information

as defined in 12 C.F.R. §309.5(g)(8)).

(n)            All

such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory

in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of an RBI Party and delivered to

the Agent or to counsel for the Agent shall be deemed a representation and warranty by such RBI Party, to the Agent as to the statements

made therein.

(o)            A

blue sky memorandum from Luse Gorman relating to the Offering, including Agent’s participation therein, shall have been furnished

prior to the mailing of the Prospectus, to RBI with a copy thereof addressed to Agent or upon which Luse Gorman shall state the Agent

may rely. The blue sky memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration

of the Shares under applicable state securities law.

(p)           Prior

to the Closing Date, RBI shall have filed a Listing of Additional Shares Notification Form with NASDAQ.

Section 12.            Indemnification.

(a)           The

RBI Parties 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 1933 Act or Section 20(a) of the 1934 Act, and their respective partners, officers, directors,

agents, attorneys, servants, employees, successors and assigns (each, a “Related Person”), against any and all loss, liability,

claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last

sentence of subsection (c) below), joint or several, that the Agent or any of its Related Persons may suffer or to which the Agent

or any of its Related Persons may become subject under all applicable federal and state laws or otherwise, and reasonably related to or

arising out of the Conversion or the Offering or the engagement of the Agent pursuant to, or the performance by the Agent of, the services

contemplated by this Agency Agreement, and to promptly reimburse the Agent or any of its Related Persons upon written demand for any reasonable

expenses (including reasonable fees and disbursements of counsel according to normal hourly rates) incurred by the Agent or any of its

Related Persons in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened)

to the extent such losses, claims, damages, liabilities, expenses or actions: (i) arise out of or are based upon any untrue statement

or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Prospectus

(or any amendment or supplement thereto), the Conversion Application, the Holding Company Application and the MHC Application, or other

instrument or document executed by any of the RBI Parties or based upon written information supplied by any of the RBI Parties filed in

any state or jurisdiction to register or qualify any or all of the Shares under the securities laws thereof (collectively, the “Blue

Sky Applications”), or any application or other document, advertisement, or communication (“Sales Information”) prepared,

made or executed by or on behalf of any of the RBI Parties with its consent or based upon information furnished by or on behalf of any

of the RBI Parties, in order to qualify or register the Shares under the securities laws thereof, (ii) arise out of or are based

upon the omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated

therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) arise

from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement

thereto), the Prospectus (or any amendment or supplement thereto), the Conversion Application, the Holding Company Application, the MHC

Application, the Blue Sky Applications or Sales Information or other documentation distributed in connection with the Offering; or (iv) result

from any claims made with respect to the accuracy, reliability and completeness of the records identifying the Eligible Account Holders

and Supplemental Eligible Account Holders or Other Depositors or for any denial or reduction of a subscription or order to purchase Common

Stock, whether as a result of a properly calculated allocation pursuant to the Plan or otherwise, based upon such records; provided, however,

that no indemnification is required under this subsection (a) to the extent such losses, claims, damages, liabilities, expenses or

actions arise out of or are based upon any untrue material statements or alleged untrue material statements in, or material omission or

alleged material omission from, the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment

or supplement thereto), the Conversion Application, the Holding Company Application, the MHC Application, the Blue Sky Applications or

Sales Information or other documentation distributed in connection with the Conversion made in reliance upon and in conformity with information

furnished to the RBI Parties by the Agent or its representatives (including counsel) with respect to the Agent expressly for use in such

documents. As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus

under the captions “The Conversion and Offering – Plan of Distribution; Marketing Agent and Underwriter Compensation”

and “The Conversion and Offering – Records Management Services.” Provided further, that the RBI Parties will not be

responsible for any loss, liability, claim, damage or expense to the extent a court of competent jurisdiction finds they result from material

oral misstatements by the Agent to a purchaser or prospective purchaser of Shares which are not based upon information in the Registration

Statement or Prospectus, from actions taken or omitted to be taken by the Agent in bad faith, or from the Agent’s gross negligence

or willful misconduct, and the Agent agrees to repay promptly to the RBI Parties any amounts advanced to it by the RBI Parties in connection

with matters as to which it is found by a court of competent jurisdiction not to be entitled to indemnification hereunder.

(b)           The

Agent agrees to indemnify and hold harmless the RBI Parties and their Related Persons against any and all loss, liability, claim, damage

or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection

(c) below), joint or several, which the RBI Parties or any of their Related Persons, may suffer or to which the RBI Parties or any

of their Related Persons, may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the RBI

Parties and their Related Persons upon written demand for any reasonable expenses (including reasonable out-of-pocket expenses, fees and

disbursements of counsel) incurred by them in connection with investigating, preparing or defending any actions, proceedings or claims

(whether commenced or threatened) to the extent such losses, claims, damages, liabilities, expenses or actions arise out of or are based

upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or

supplement thereto), the Conversion Application, the Holding Company Application, the MHC Application or the Blue Sky Applications or

Sales Information or are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required

to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

provided, however, that the Agent’s obligations under this Section 12(b) shall exist only if and only to the extent that

such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Conversion

Application, the Holding Company Application, the MHC Application, the Blue Sky Applications, Sales Information, the Registration Statement

(or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity

with information furnished to the RBI Parties by the Agent or its representatives (including counsel) expressly for use in such documents.

As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus under

the captions “The Conversion and Offering – Plan of Distribution; Marketing Agent and Underwriter Compensation” and

“The Conversion and Offering – Records Management Services.”

indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened),

or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall

not relieve it from any liability which it may have on account of this Section 12, Section 13 or otherwise, unless the failure

to give such notice promptly results in material prejudice to the indemnifying party. An indemnifying party may participate at its own

expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying

party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by

it reasonably acceptable to the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object

to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available

to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable

for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim,

other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than

one separate firm of attorneys (unless an indemnified party or parties shall have reasonably concluded that there may be defenses available

to it or them which are different from or in addition to those of other indemnified parties) for all indemnified parties in connection

with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising

out of the same general allegations or circumstances. No indemnifying party shall be liable for any settlement of any action, proceeding

or suit, which settlement is effected without its prior written consent. Neither the RBI Parties nor the Agent shall, without the written

consent of the other, settle or compromise any claim against them or it based upon circumstances giving rise to an indemnification claim

against the other party hereunder unless such settlement or compromise provides that the indemnified party shall be unconditionally and

irrevocably released from all liability in respect to such claim.

(d)           The

agreements contained in this Section 12 and the representations and warranties of the RBI Parties set forth in this Agreement shall

remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Agent or its officers,

directors, controlling persons, agents, attorneys, servants or employees or by or on behalf of any of the RBI Parties or any officers,

directors, controlling persons, agents, attorneys, servants or employees of any of the RBI Parties; (ii) delivery of and payment

hereunder for the Shares; or (iii) any termination of this Agreement. Notwithstanding the prior sentence, this Section 12 is

subject to and limited by all applicable securities and banking laws and regulations including Section 23A and 23B of the Federal

Reserve Act and Part 359 of the Regulations of the FDIC.

Section 13.            Contribution.

(a)           In

order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 12 is

due in accordance with its terms but is found in a final judgment by a court to be unavailable from the RBI Parties or the Agent, the

RBI Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such

indemnification (including any investigation, legal and other expenses incurred in connection therewith and any amount paid in settlement

of any action, suit, or proceeding of any claims asserted, but after deducting any contribution received by the RBI Parties or the Agent

from persons other than the other party thereto, who may also be liable for contribution) in such proportion so that (i) the Agent

is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 4 of this Agreement

(not including expenses) (“Agent’s Fees”), less any portion of Agent’s Fees paid by Agent to Selected Dealers,

bears to the total proceeds received by the RBI Parties from the sale of the Shares in the Offering, net of all expenses of the Offering,

except Agent’s Fees and (ii) the RBI Parties shall be responsible for the balance. If, however, the allocation provided above

is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 12 above, then each

indemnifying party shall contribute to such amount paid or payable to such indemnified party in such proportion as is appropriate to reflect

not only such relative benefits received by the RBI Parties on the one hand and the Agent on the other from the Offering, but also the

relative fault of the RBI Parties on the one hand and the Agent on the other in connection with the statements or omissions which resulted

in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof), as well as any other relevant equitable

considerations. The relative benefits received by the RBI Parties on the one hand and the Agent on the other hand shall be deemed to be

in the same proportion as the total proceeds from the Offering, except Agent’s fees, net of all expenses of the Offering, received

by the RBI Parties bear, with respect to the Agent, to the total fees (not including expenses) received by the Agent less the portion

of such fees paid by the Agent to Selected Dealers. The relative fault shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information

supplied by the RBI Parties on the one hand or the Agent on the other and the parties’ relative intent, good faith, knowledge, access

to information and opportunity to correct or prevent such statement or omission. The RBI Parties and the Agent agree that it would not

be just and equitable if contribution pursuant to this Section 13 were determined by pro-rata allocation or by any other method of

allocation which does not take account of the equitable considerations referred to above in this Section 13. The amount paid or payable

by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof)

referred to above in this Section 13 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall

not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds

the amount paid (excluding reimbursable expenses) to the Agent under this Agreement, less the portion of such fees paid by the Agent to

Selected Dealers. It is understood and agreed that the above-stated limitation on the Agent’s liability is essential to the Agent

and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement.

No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled

to contribution with respect to any loss or liability arising from such misrepresentation from any person who was not found guilty of

such fraudulent misrepresentation.

(b)           The

duties, obligations and liabilities of the RBI Parties and the Agent under this Section 13 and under Section 12 shall be in

addition to any duties, obligations and liabilities which the RBI Parties and the Agent may otherwise have. For purposes of this Section 13,

each of the Agent’s and the RBI Parties’ officers, directors, trustees and controlling persons within the meaning of the 1933

Act and the 1934 Act shall have the same rights to contribution as the RBI Parties and the Agent. Any party entitled to contribution,

promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim

for contribution may be made against another party under this Section 13, will notify such party from whom contribution may be sought,

but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it

may have hereunder or otherwise than under this Section 13. Notwithstanding anything to the contrary in this Agreement, none of the

RBI Parties shall provide any contribution under this Agreement to the extent prohibited by applicable securities and banking laws and

regulations, including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.

agreements contained in this Section 13 and the representations and warranties of the RBI Parties set forth in this Agreement shall

remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Agent or its officers,

directors, controlling persons, agents, attorneys, servants or employees or by or on behalf of any of the RBI Parties or any officers,

directors, trustees, controlling persons, agents, attorneys, servants or employees of any of the RBI Parties; (ii) delivery of and

payment hereunder for the Shares; or (iii) any termination of this Agreement. Notwithstanding the prior sentence, this Section 13

is subject to and limited by all applicable securities and banking laws and regulations including Section 23A and 23B of the Federal

Reserve Act and Part 359 of the Regulations of the FDIC.

Section 14.            Survival.

(a)            All

representations, warranties and indemnities and other statements contained in this Agreement, or contained in certificates of officers

of the RBI Parties or the Agent submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination

or cancellation of this Agreement or any investigation made by or on behalf of the Agent or its controlling persons, or by or on behalf

of the RBI Parties and shall survive the issuance of the Shares, and any legal representative, successor or assign of the Agent, any of

the RBI Parties, and any indemnified person shall be entitled to the benefit of the respective agreements, indemnities, warranties and

representations.

(b)           The

provisions of Paragraph 5 of the Financial Advisory Engagement Letter, “Additional Services,” shall survive the issuance of

the Shares (but not any termination or cancellation of this Agreement) for a period of three years from the Closing Date, and any legal

representative, successor or assign of the Agent and any of the RBI Parties shall be entitled during such period to the benefit of the

agreements contained therein.

Section 15.            Termination.

(a)            Agent

may terminate this Agreement by giving the notice indicated below in this Section 15 at any time after this Agreement becomes effective

as follows:

(i)             In

the event (a) the Plan is abandoned or terminated by the MHC or RBI; (b) RBI fails to consummate the sale of the minimum number

of Shares by the date on which such sale must be completed, in accordance with the provisions of the Plan or as required by the Conversion

Regulations and applicable law; or (c) immediately prior to commencement of the Offering, the Agent terminates this relationship

because such material adverse changes in the financial condition of the RBI Parties or the prospective market for RBI’s Common Stock

as in the Agent’s good faith opinion would make it inadvisable to proceed with the Offering, sale or delivery of the Shares, this

Agreement shall terminate and RBI shall refund to each person who has subscribed for or ordered any of the Shares the full amount which

it may have received from such person, together with interest in accordance with Section 2 hereof, and any such termination shall

be without liability of any party to any other party except as otherwise provided in Sections 2, 4, 10, 12, 13 and 14 hereof.

(ii)            If

any of the conditions specified in Section 11 hereof shall not have been fulfilled when and as required by this Agreement or waived

in writing by the Agent, this Agreement and all of the Agent’s obligations hereunder may be canceled by the Agent by notifying RBI

of such cancellation in writing at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any

party to any other party except as otherwise provided in Sections 4(a) and 10 (relating to the reimbursement of expenses) and Sections

12, 13 and 14 hereof.

(iii)           If

Agent elects to terminate this Agreement as provided in this Section 15(a), RBI shall be notified by the Agent as provided in Section 16

hereof.

(iv)           If

this Agreement is terminated in accordance with the provisions of this Section 15(a), the Agent shall retain the advisory and management

fee paid to it pursuant to Section 4(a) and the RBI Parties shall reimburse the Agent for any of its other actual, accountable,

reasonable out-of-pocket expenses pursuant to Section 10, including, without limitation, communication, legal and travel expenses.

(b)            Either

Agent or the RBI Parties may terminate this Agreement in the event any of the RBI Parties (in the event of a termination initiated by

Agent) or Agent (in the event of a termination initiated by the RBI Parties) is in material breach of the representations and warranties

or covenants in this Agreement and such breach has not been cured within 15 days after the party initiating termination provides written

notice of such breach to the breaching party. If this Agreement is terminated by Agent under circumstances that would permit termination

under Section 15(a) of this Agreement, then the provisions of Section 15(a) shall apply, regardless of whether this

Agreement could also be terminated by Agent under this Section 15(b).

Agreement may be terminated by the mutual written consent of the parties hereto.

Section 16.            Notices.

All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall

be mailed, delivered or emailed and confirmed to Keefe, Bruyette & Woods, Inc., 305 Madison Ave., Floor 2, Morristown, New

Jersey 07960, Attention: Robin P. Suskind (with a copy to Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, IL

60601, Attention: Daniel C. McKay II, Esq. and to Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, 4th Floor, New

York, New York 10019, Attention: Chief Counsel – Investment Banking), and, if sent to the RBI Parties, shall be mailed, delivered

or emailed and confirmed to RBI, the MHC and the Bank to Rhinebeck Bank, 2 Jefferson Plaza, Poughkeepsie, New York 12601, Attention: Matthew

J. Smith, President and Chief Executive Officer (with a copy to Luse Gorman, PC, 5335 Wisconsin Avenue, NW, Suite 780, Washington

D.C. 20015, Attention: Scott A. Brown, Esq. and Elizabeth Cook, Esq.).

Section 17.            Parties.

This Agreement shall inure to the benefit of and be binding upon the Agent and the RBI Parties, 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 parties

hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 12 and 13 and their

heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions

herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject

matter hereof, supersedes any prior Agreement among the parties (except for specific references to the Financial Advisory Engagement Letter

in Section 14(b) hereof) and may not be varied except by a writing signed by all parties.

Section 18.            Partial

Invalidity. If any term, provision or covenant herein or the application thereof to any circumstances or situation shall be invalid

or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstance

or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent

permitted by law.

Section 19.            Construction.

This Agreement shall be construed in accordance with the laws of the State of New York, except to the extent federal law shall apply.

Section 20.            Counterparts.

This Agreement may be executed in separate counterparts and by facsimile or electronic delivery, including by e-mail delivery of a .pdf

or scan of a manual signature, each of which so executed and delivered shall be an original, but all of which together shall constitute

but one and the same instrument.

[Remainder of page intentionally blank.

Signatures follow]

If the foregoing is in accordance

with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all

counterparts will become a binding agreement between you and us in accordance with its terms.

Very truly yours,

Rhinebeck Bancorp, MHC

(a New York mutual holding company)

By:

Its Authorized Representative:

/s/ Matthew J. Smith

Name:

Matthew J. Smith

Title:

President and Chief Executive Officer

RHINEBECK BANCORP, INC.

(a Maryland corporation)

By:

Its Authorized Representative:

/s/ Matthew J. Smith

Name:

Matthew J. Smith

Title:

President and Chief Executive Officer

RHINEBECK BANK

(a New York-chartered savings bank)

By:

Its Authorized Representative:

/s/ Matthew J. Smith

Name:

Matthew J. Smith

Title:

President and Chief Executive Officer

Accepted as of the date first above written

KEEFE, BRUYETTE& WOODS,INC.

By:

Its Authorized Representative:

/s/ Robin P. Suskind

Name:

Robin P. Suskind

Title:

Managing Director

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