Advisory/Offering Services. As the Client’s financial advisor and marketing agent, the Advisor will provide the Client with a comprehensive program of services designed to promote an orderly, efficient, cost-effective and long-term stock distribution. The Advisor will provide financial and logistical advice to the Client concerning the Offering and related issues. The Advisor will assist in providing Offering enhancement services intended to maximize stock sales in the Subscription Offering and to residents of the Client’s market area, if necessary, in the Community Offering.

The Advisor shall provide financial advisory services to the Client which are typical in connection with an equity offering and include, but are not limited to, overall financial analysis of the Client with a focus on identifying factors which impact the valuation of the common stock and provide the appropriate recommendations for the betterment of the equity valuation.

Additionally, post-Offering financial advisory services will include advice on shareholder relations, after-market trading, dividend policy (for both regular and special dividends), stock repurchase strategy and communication with market makers. Prior to the closing of the Offering, the Advisor shall furnish to Client a Post-Offering reference manual, which will include specifics relative to these items. (The nature of the services to be provided by the Advisor as the Client’s and the Company’s financial advisor and marketing agent is further described in Exhibit A attached hereto.)

Preparation of Offering Documents. The Client and their counsel will draft the Registration Statement, Application for Offering, Prospectus and other documents to be used in connection with the Offering and minority stock issuance. The Advisor will attend meetings to review these documents and advise you on their form and content. The Advisor and its counsel will draft appropriate agency agreement and related documents as well as marketing materials other than the Prospectus.

Due Diligence Review. Prior to filing the Registration Statement, Application for Offering or any offering or other documents naming the Advisor as the Client’s financial advisor and marketing agent, the Advisor and their representatives will undertake substantial investigations to learn about the Client’s business and operations (“due diligence review”) in order to confirm information provided to us and to evaluate information to be contained in the Client’s and/or the Company’s offering documents. The Client agrees that it will make available to the Advisor all relevant information, whether or not publicly available, which the Advisor reasonably requests, and will permit the Advisor to discuss with management the operations and prospects of the Client. The Advisor will treat all material non-public information as confidential. The Client acknowledges that the Advisor will rely upon the accuracy and completeness of all information received from the Client, its officers, directors, employees, agents and representatives, accountants and counsel including this letter to serve as the Client’s and the Company’s financial advisor and marketing agent.

Regulatory Filings. The Client will cause appropriate Offering and offering documents to be filed with all regulatory agencies including, the Securities and Exchange Commission (“SEC”), the National Association of Securities Dealers (“NASD”) and the and such state securities commissioners as may be determined by the Client.

Agency Agreement. The specific terms of the Advisor’s services, including stock offering enhancement and syndicated offering services contemplated in this letter shall be set forth in a mutually agreed upon Agency Agreement between the Advisor and the Client to be executed prior to commencement of the offering, and dated the date that the Company’s Prospectus is declared effective and/or authorized to be disseminated by the appropriate regulatory agencies.

Representations, Warranties and Covenants. The Agency Agreement will provide for agreed upon representations, warranties and covenants by the Client and the Advisor and for the Client to indemnify the Advisor and their controlling persons (and, if applicable, the members of the selling group and their controlling persons), and for the Advisor to indemnify the Client and the Company against certain liabilities, including, without limitation, liabilities under the Securities Act of 1933.

Fees. For the services hereunder, the Client and/or Company shall pay the following fees to the Advisor at closing unless stated otherwise:

(a) Management Fee. A Management Fee of payable in consecutive monthly installments of commencing with the adoption of the Plan of Conversion. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Advisor, the Advisor shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred.

(b) Success Fee. A Success Fee of % shall be charged based on the aggregate Purchase Price of Common Stock sold in the Subscription Offering and Community Offering excluding shares purchased by the Client’s officers, directors, or employees (or members of their immediate family) plus any ESOP, tax-qualified or stock based compensation plans (except individual purchases through IRA’s or 401(k) plans) or similar plan created by the Client for some or all of its directors or employees. The Management Fee described in 7(a) will be applied against the Success Fee.

(c) Broker-Dealer Pass-Through. If any shares of the Company’s stock remain available after the subscription offering, at the request of the Client, the Advisor will seek to form a syndicate of registered broker-dealers to assist in the sale of such common stock on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. The Advisor will endeavor to distribute the common stock among dealers in a fashion which best meets the distribution objectives of the Client and the Plan of Conversion. The Advisor will be paid a fee not to exceed % of the aggregate Purchase Price of the shares of common stock sold by them. From this fee, the Advisor will pass onto selected broker-dealers an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Advisor shall be transmitted by the Advisor to such broker/dealer. The decision to utilize selected broker-dealers will be made by the Client upon consultation with the Advisor. In the event, with respect to any stock purchases, fees are paid pursuant to this subparagraph 7(c), such fees shall be in lieu of, and not in addition to, payment pursuant to subparagraph 7(b).

Additional Services. The Advisor further agrees to provide financial advisory assistance to the Client for a period of following completion of the Offering, including formation of a dividend policy and share repurchase program, assistance with shareholder reporting and shareholder relations matters, general advice on mergers and acquisitions and other related financial matters, without the payment by the Client of any fees in addition to those set forth in Section 7 hereof. Nothing in this Agreement shall require the Client to obtain such services from the Advisor. Following this initial term, if both parties wish to continue the relationship, a fee will be negotiated and an agreement entered into at that time.

Expenses. The Client will bear those expenses of the proposed offering customarily borne by issuers, including, without limitation, regulatory filing fees; the fees of the Client’s accountants, attorneys, appraiser, transfer agent and registrar; printing, mailing and marketing and syndicate expenses associated with the Offering; the fees set forth in Section 7; and fees for legal work. If the Advisor incurs expenses on behalf of Client, Client will reimburse the Advisor for such expenses.

The Advisor shall be reimbursed for reasonable out-of-pocket expenses, including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers. The selection of the Advisor’s counsel will be done by the Advisor, with the approval of the Client. The Client will reimburse the Advisor for the fees and expenses of its counsel which will not exceed .

Conditions. The Advisor’s willingness and obligation to proceed hereunder shall be subject to, among other things, satisfaction of the following conditions in the Advisor’s opinion, which opinion shall have been formed in good faith by the Advisor after reasonable determination and consideration of all relevant factors:
(a) full and satisfactory disclosure of all relevant material, financial and other information in the disclosure documents and a determination by the Advisor, in its sole discretion, that the sale of stock on the terms proposed is reasonable given such disclosures;
(b) no material adverse change in the condition or operations of the Client subsequent to the execution of the agreement; and
(c) no adverse market conditions at the time of offering which in the Advisor’s opinion make the sale of the shares by the Company inadvisable.

Benefit; Assignment. This Agreement shall inure to the benefit of the parties hereto and their respective successors and to the parties indemnified pursuant to the terms and conditions of the Agency Agreement and their successors, and the obligations and liabilities assumed hereunder by the parties hereto shall be binding upon their respective successors; provided, however, that this Agreement shall not be assignable by The Advisor.

Definitive Agreement. This letter reflects the Advisor’s present intention of proceeding to work with the Client on its proposed Offering. It does not create a binding obligation on the part of the Client or the Advisor except as to the agreement to maintain the confidentiality of non-public information set forth in Section 3, the payment of certain fees as set forth in Section 7(a) and 7(b) and the assumption of expenses as set forth in Section 9, all of which shall constitute the binding obligations of the parties hereto and which shall survive the termination of this Agreement or the completion of the services furnished hereunder and shall remain operative and in full force and effect. You further acknowledge that any report or analysis rendered by the Advisor pursuant to this engagement is rendered for use solely by the management of the Client and its agents in connection with the Offering. Accordingly, you agree that you will not provide any such information to any other person without our prior written consent.