Certain Common Stock of Ben Franklin Financial, Inc. are subject to a Lock-Up Agreement Ending on 21-JUL-2015. These Common Stock will be under lockup for 180 days starting from 22-JAN-2015 to 21-JUL-2015.

Details:
The directors and executive officers have agreed, that during the period beginning on the date of this prospectus and ending 180 days after the closing of the offering, without the prior written consent of Sterne, Agee & Leach, Inc., they will not sell any shares of Ben Franklin Financial, Inc., the federal corporation or Ben Franklin Financial, Inc., the Maryland corporation stock or any securities convertible into or exchangeable or exercisable for Old Ben Franklin or New Ben Franklin stock, whether owned on the date of this prospectus or acquired after the date of this prospectus.