What is 'sec 1. "Applicable Time" means eac ... ' for this: Up to 2,445,223 Shares
(subject to increase to up to 2,812,006 shares in the event of an increase in the pro forma market value of the Company's Common Stock)
Alliance Bancorp, Inc. of Pennsylvania (a federal stock holding company)
Common Stock (par value $.01 per share)
AGENCY AGREEMENT
November ___, 2006
SANDLER O'NEILL & PARTNERS, L.P. 919 Third Avenue, 6 Floor New York, New York 10022
Ladies and Gentlemen:
Greater Delaware Valley Holdings, A Mutual Company, a Pennsylvania-chartered mutual holding company (the "PA MHC"), Alliance Mutual Holding Company, a federal mutual savings and loan holding company in formation (the "Federal MHC"), Alliance Bancorp, Inc. of Pennsylvania, a federal stock holding company in formation (the "Company"), and Greater Delaware Valley Savings Bank d/b/a Alliance Bank, a Pennsylvania-chartered stock savings bank (the "Bank"), hereby confirm their agreement with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill" or the "Agent") with respect to the offer and sale by the Company of up to 2,445,223 shares (subject to increase to up to 2,812,006 shares in the event of an increase in the pro forma market value of the Company's common stock) of the Company's common stock, par value $.01 per share (the "Common Stock"). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the "Securities."
The PA MHC and the Bank have determined to undertake a reorganization pursuant to which the Company will be created as a mid-tier holding company, the outstanding capital stock of the Bank will be exchanged for shares of the Common Stock, and the PA MHC will convert from a Pennsylvania-chartered mutual holding company to a federally-chartered mutual holding company under the name Alliance Mutual Holding Company, all in accordance with the Agreement and Plan