Bradford Bancorp Inc Watch

from S-1 6 pages Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Records Management Agent for Bradford Bank Mhc (The “Mhc”), Bradford Bancorp, Inc. (Together With Any Successor Stock Holding Company, the “Holding Company”) and Bradford Bank (The “Bank”) in Connection With the Offer and Sale of Certain Shares of the Common Stock of the Holding Company to the Bank’s Eligible Account Holders in a Subscription Offering and to Members of the Bank’s Community in a Direct Community Offering (Collectively, the “Offerings”) Pursuant to the Terms of a Plan of Conversion to Be Adopted by the Boards of Directors of the Mhc, the Holding Company and the Bank (The “Plan”). the Mhc, the Holding Company and the Bank Are Sometimes Collectively Referred to Herein as the “Company.” This Letter Is to Confirm the Terms and Conditions of Our Engagement. Services and Fees in Our Role as Records Management Agent, We Anticipate That Our Services Will Include the Services Outlined Below, Each as May Be Necessary and as the Company May Reasonably Request: I. Consolidation of Accounts and Vote Calculation II. Design and Preparation of Proxy and Stock Order Forms III. Organization and Supervision of the Conversion Center IV. Proxy Solicitation and Special Meeting Services V. Subscription Services Each of These Services Is Further Described in Appendix a to This Agreement

from S-1 8 pages We Understand That the Boards of Directors of Bradford Bank Mhc (“Mhc”) and Its Subsidiaries, Bradford Bancorp, Inc. (“Bbi”) and Bradford Bank (The “Bank” And, Collectively With Mhc and Bbi and Any Successor Company Formed in Connection With the Conversion, the “Company”), Are Considering the Adoption of a Plan of Conversion (The “Plan”) Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Holding Company Form, and Shares of the Common Stock (The “Common Stock”) of Bbi (Or Successor Stock Holding Company) Will Be Offered and Sold to the Bank’s Eligible Account Holders in a Subscription Offering And, Under Certain Circumstances, to Members of the Bank’s Community in a Direct Community Offering and to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Offering Services

from 8-K 43 pages 7,475,000 Shares (Subject to Increase Up to 8,596,250 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Bradford Bancorp, Inc. (A Maryland Corporation) Common Stock (Par Value $.01 Per Share) Agency Agreement October 19, 2007

from S-1/A 55 pages 8,050,000 Shares (Subject to Increase Up to 9,257,500 Shares in the Event of an Increase in the Pro Forma Market Value of the Company’s Common Stock) Bradford Bancorp, Inc. (A Maryland Corporation) Common Stock (Par Value $.01 Per Share) Agency Agreement August __, 2007

from S-1 5 pages Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Act as Records Management Agent for Bradford Bank Mhc (The “Mhc”), Bradford Bancorp, Inc. (Together With Any Successor Stock Holding Company, the “Holding Company”) and Bradford Bank (The “Bank”) in Connection With the Offer and Sale of Certain Shares of the Common Stock of the Holding Company to the Bank’s Eligible Account Holders in a Subscription Offering and to Members of the Bank’s Community in a Direct Community Offering (Collectively, the “Offerings”) Pursuant to the Terms of a Plan of Conversion to Be Adopted by the Boards of Directors of the Mhc, the Holding Company and the Bank (The “Plan”). the Mhc, the Holding Company and the Bank Are Sometimes Collectively Referred to Herein as the “Company.” This Letter Is to Confirm the Terms and Conditions of Our Engagement. Services and Fees in Our Role as Records Management Agent, We Anticipate That Our Services Will Include the Services Outlined Below, Each as May Be Necessary and as the Company May Reasonably Request: I. Consolidation of Accounts and Vote Calculation II. Design and Preparation of Proxy and Stock Order Forms III. Organization and Supervision of the Conversion Center IV. Proxy Solicitation and Special Meeting Services V. Subscription Services

from S-1 6 pages We Understand That the Boards of Directors of Bradford Bank Mhc (“Mhc”) and Its Subsidiaries, Bradford Bancorp, Inc. (“Bbi”) and Bradford Bank (The “Bank” And, Collectively With Mhc and Bbi and Any Successor Company Formed in Connection With the Conversion, the “Company”), Are Considering the Adoption of a Plan of Conversion (The “Plan”) Pursuant to Which the Company Will Be Converted From Mutual Holding Company to Full Stock Holding Company Form, and Shares of the Common Stock (The “Common Stock”) of Bbi (Or Successor Stock Holding Company) Will Be Offered and Sold to the Bank’s Eligible Account Holders in a Subscription Offering And, Under Certain Circumstances, to Members of the Bank’s Community in a Direct Community Offering and to the General Public in a Syndicated Community Offering (Collectively, the “Offering”). Sandler O’neill & Partners, L.P. (“Sandler O’neill”) Is Pleased to Assist the Company With the Offering. This Letter Is to Confirm the Terms and Conditions of Our Engagement. Offering Services