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| (8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form) Associate – The term “associate” of a person means: (1) any corporation or organization other than Mercer Savings Bank or Mercer Bancorp, Inc. or a majority-owned subsidiary of these entities, of which the person is an officer, partner or 10% or greater beneficial stockholder; (2) any trust or other estate in which the person has a substantial beneficial interest or serves as a trustee or in a fiduciary capacity; and (3) any relative of the person who either resides with the person or who is a director or officer of Mercer Savings Bank or Mercer Bancorp, Inc. Acting in concert – The term “acting in concert” means: (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or (2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party. Our directors are not treated as associates of each other solely because of their membership on the board of directors. We have the right to determine, in our sole discretion, whether purchasers are associates or acting in concert. Persons having the same address or exercising subscription rights through qualifying accounts registered to the same address at either the February 28, 2022 eligibility record date or April 30, 2023 voting record date generally will be assumed to be associates of, and acting in concert with, each other. Please see the Prospectus section entitled “The Conversion and Stock Offering – Limitations on Common Stock Purchases” for more information on purchase limitations. (10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form) I agree that, after receipt by Mercer Bancorp, Inc., this Stock Order Form may not be modified or canceled without Mercer Bancorp, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security Number or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $400,000 in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the plan of conversion and the Prospectus dated May __, 2023. Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another. I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY MERCER SAVINGS BANK, MERCER BANCORP, INC., THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Federal Deposit Insurance Corporation. I further certify that, before subscribing for shares of the common stock of Mercer Bancorp, Inc., I received the Prospectus dated May __, 2023, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by Mercer Bancorp, Inc. in the “Risk Factors” section, beginning on page __. Risks include, but are not limited to the following: Risks Related to Our Lending Activities 1. We have a high concentration of loans secured by real estate in our market area. Adverse economic conditions, both generally and in our market area, could adversely affect our financial condition and results of operations. 2. Our agricultural real estate loans involve credit risks that could adversely affect our financial condition and results of operations. 3. Our new indirect automobile lending program involves risks that could adversely affect our financial condition and results of operations. 4. Our construction and land loans involve credit risks that could adversely affect our financial condition and results of operations. 5. If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease. 6. We are subject to environmental liability risk associated with lending activities or properties we own. Risks Related to Market Interest Rates 7. Fluctuations in market interest rates could reduce our profits and asset values. 8. We have a significant amount of adjustable-rate loans, which may increase the risk of credit defaults and loan losses in a rising interest rate environment. Risks Related to Laws and Regulations 9. We operate in a highly regulated industry and face risks associated with regulatory noncompliance. Changes in laws and regulations and the cost of regulatory compliance with such laws and regulations may adversely affect our operations and/or increase our costs of operations. 10. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions. 11. Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. 12. We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors. 13. We are also a smaller reporting company, and even if we no longer qualify as an emerging growth company, any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to smaller reporting companies could make our common stock less attractive to investors. Risks Related to Economic Conditions 14. Inflation may have an adverse impact on our business and on our customers. Risks Related to Competitive Matters 15. Strong competition within our market area may limit our growth and profitability. 16. Our small size makes it more difficult for us to compete. Risks Related to Strategic and Operational Matters 17. We may be unable to successfully implement our growth strategies. 18. We will rely on dividends from Mercer Savings Bank for most of our revenue. 19. We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches. 20. We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services. 21. We are a community bank and our ability to maintain our reputation is critical to the success of our business. The failure to do so may materially adversely affect our performance. 22. Our funding sources may prove insufficient to replace deposits at maturity and support our future growth. A lack of liquidity could adversely affect our financial condition and results of operations and result in regulatory limits being placed on the Company. 23. Public health emergencies, like the COVID-19 pandemic, could adversely affect our financial condition and results of operations. Risks Related to Accounting Matters 24. Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results. 25. Changes in accounting standards could affect reported earnings. Other Risks Related to Our Business 26. Legal and regulatory proceedings and related matters could adversely affect us. Risks Related to the Stock Offering 27. The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering. 28. There will be a limited trading market in our common stock, which could hinder your ability to sell our common stock and may lower the market price of the stock. 29. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance. 30. The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses. 31. Our stock-based benefit plans will increase our expenses and reduce our income. 32. The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans. 33. We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs. 34. Our stock value may be negatively affected by applicable regulations that restrict stock repurchases. 35. Various factors may make takeover attempts more difficult to achieve. 36. Our articles of incorporation provide that, subject to limited exception, state and federal courts in the State of Maryland are the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, and other employees. 37. You may not revoke your decision to purchase Mercer Bancorp common stock in the subscription offering or in any community offering after you send us your order. 38. The distribution of subscription rights could have adverse income tax consequences. Risks Related to the Charitable Foundation 39. The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2023. 40. Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits. By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934. STOCK ORDER FORM – SIDE 2 MSB-SOF See Front of Stock Order Form ; |