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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 Mutual Savings and Loan Association, Magnolia Bancorp, Inc. or a majority-owned subsidiary of any of those entities) of which the person is a senior officer, partner or, directly or indirectly, 10% beneficial shareholder; (2) any trust or other estate (excluding any employee benefit plans of Mutual Savings and Loan Association or Magnolia Bancorp, Inc.) in which the person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity; and (3) any relative or spouse of such person, or any relative of such spouse, who either has the same home as the person or who is a director or senior officer of Mutual Savings and Loan Association or Magnolia Bancorp, Inc. The term “acting in concert” means persons seeking to combine or pool their 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, as well as knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding. When persons act together for such purpose, their group is deemed to have acquired their stock. A person or company (“other party”) will also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee stock benefit plan of Mutual Savings and Loan Association or Magnolia Bancorp, Inc. will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for determining whether common stock held by the trustee and common stock held by the employee stock benefit plan will be aggregated. Directors of Magnolia Bancorp, Inc. and Mutual Savings and Loan Association are not treated as associates of each other or acting in concert solely because of their membership on the boards of directors. We have the right to determine, in our sole discretion, whether purchasers are associates or acting in concert. Persons with the same address, whether or not related, and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be deemed to be acting in concert with each other. Please see the Prospectus section entitled “The Conversion and Offering – Additional 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 Magnolia Bancorp, Inc., this Stock Order Form may not be modified or canceled without Magnolia 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 5.0% of the shares of common stock sold in the offering 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 November 8, 2024. 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 MUTUAL SAVINGS AND LOAN ASSOCIATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY 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 Office of the Comptroller of the Currency. Please read the terms and conditions described in the Prospectus dated November 8, 2024, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by Magnolia Bancorp, Inc. in the “Risk Factors” section, beginning on page 14. Risks include, but are not limited to the following: Risks Related to Our Profitability 1. We had a net loss in 2022 and in the first half of 2024. 2. We might not return to sustained profitability in the near future. 3. We believe we will need to hire additional loan officers and grow our loan portfolio before we can return to sustained profitability, which will take time and increase our non-interest expense in the short term. 4. Our loan portfolio has declined in recent years, and there can be no assurance that we will achieve our plans to grow in size, which would adversely affect our ability to return to profitability. 5. The cost of additional finance and accounting systems, procedures, compliance and controls needed to satisfy our new public company reporting requirements will increase our expenses. 6. We expect we will need to hire additional accounting personnel following completion of the conversion, which will increase our expenses. 7. Because our Chief Financial Officer has announced her planned departure, our ability to provide financial reports in a timely manner will depend upon how well her replacement performs. 8. Our stock-based benefit plans will increase our expenses and reduce our income. Risks Related to Our Lending Activities 9. Our concentration of residential mortgage loans exposes us to increased lending risks. 10. Our residential construction loans involve credit risks that could adversely affect our financial condition and results of operations. 11. Our home equity lines of credit involve credit risks that could adversely affect our financial condition and results of operations. 12. Our intent to increase our commercial real estate loan portfolio involves credit risks that could adversely affect our financial condition and results of operations. 13. Our intent to increase our multi-family residential loans involves credit risks that could adversely affect our financial condition and results of operations. 14. If our allowance for credit losses is not sufficient to cover actual loan losses, our earnings could decrease. 15. The high cost of property and flood insurance in our market area has had an adverse effect on mortgage loan demand in our market area. 16. We are subject to environmental liability risk associated with lending activities or properties we own. Risks Related to Market Interest Rates 17. Prevailing high market interest rates have reduced our profits and asset values. Risks Related to Economic Conditions 18. We may be adversely affected by weakness in the U.S. housing market. 19. Inflation can have an adverse impact on our business and on our customers. 20. 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. 21. Hurricanes and other adverse weather events could have a material adverse effect on our business and results of operations and have significantly increased property insurance premiums in recent periods. 22. St. Tammany Parish is subject to repeated flooding that could adversely affect the homes that secure our loans in St. Tammany Parish. 23. A worsening of economic conditions could reduce demand for our products and services and/or increase our level of non-performing loans, which could adversely affect our financial condition and results of operations. Risks Related to Competitive Matters 24. Strong competition within our market area may limit our growth and profitability. 25. Our small size makes it more difficult for us to compete. 26. We currently do not offer mobile banking, online banking or telephone banking. Risks Related to Operational Matters 27. Our funding sources may prove insufficient to replace deposits at maturity and support our future growth. 28. Our largest depositor held 24% of our total deposits at June 30, 2024, and a loss or material reduction in this deposit relationship could adversely affect our liquidity and results of operations. 29. We face significant operational risks because of our reliance on technology. Our information technology systems may be subject to failure, interruption or security breaches. 30. Our Board of Directors relies to a large degree on management and outside consultants in overseeing cybersecurity risk management. 31. 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. 32. Because of our small number of employees, management succession planning is critical to our future success. 33. 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. 34. We are subject to litigation risk, and any future litigation may have an adverse effect on our business, financial condition and results of operations. Risks Related to Laws and Regulations 35. Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations. 36. Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions. 37. Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations. 38. 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. 39. 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 Accounting Matters 40. We have identified material weaknesses in our internal control over financial reporting with respect to various matters, including our allowance for credit losses. If we are unable to remediate them, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may be unable to accurately or timely report our financial condition or results of operations, which may adversely affect our business. 41. Our small number of employees makes it difficult to fully segregate duties within the finance and accounting functions to maintain effective internal controls. 42. Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results. 43. Changes in accounting standards could affect reported earnings. Risks Related to the Stock Offering 44. Because we will have a high capital level after the completion of the conversion, we expect our return on equity to be low following the conversion, which could negatively affect the trading price of our shares of common stock. 45. The future price of our shares of common stock may be less than the $10.00 purchase price per share in the stock offering. 46. A significant percentage of our common stock will be held by our directors and executive officers and benefit plans. 47. 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. 48. You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of any changes in the stock price immediately following the stock offering. 49. Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance and the value of our common stock. 50. If we are unable to meet our public reporting obligations in a timely and satisfactory manner, our business and stock price could be adversely affected. 51. The implementation of stock-based benefit plans may dilute your ownership interest. Historically, shareholders have approved these stock-based benefit plans. 52. 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. 53. Our stock value may be negatively affected by applicable regulations that restrict stock repurchases. 54. Various factors may make takeover attempts more difficult to achieve. 55. You may not revoke your decision to purchase Magnolia Bancorp common stock in the subscription offering or in any community offering after you send us your stock order form. 56. The distribution of subscription rights could have adverse income tax consequences. 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. MSLA-SOF STOCK ORDER FORM – SIDE 2 See Front of Stock Order Form |