Common use of APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING Clause in Contracts

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the First Federal Parties with respect to the Company's sale of the Offer Shares in the Offering. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties as to the matters set forth in the letter agreement, dated August 20, 2019, between the Mid-Tier Holding Company and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties that the Agent shall not be required to purchase any Offer Shares or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations of the Agent pursuant to this Agreement shall terminate upon consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering and, if held, the Community Offering (the "End Date") unless the First Federal Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same day funds at the earlier of the Closing Time or the End Date. If any of the Offer Shares remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the First Federal Parties, the Agent will seek to form a syndicate of Assisting Brokers to assist in the solicitation of purchase orders of such Offer Shares on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares among the Assisting Brokers in a fashion that best meets the distribution objectives of the First Federal Parties and the requirements of the Plan, which may result in limiting the allocation of Offer Shares to certain Assisting Brokers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker or to take or purchase any Offer Shares. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 3,155,030 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except for the obligations of the First Federal Parties as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares or other offers to purchase Offer Shares in special interest-bearing accounts with the Bank until all Offer Shares are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares are sold. If at least the total minimum of 3,155,030 Offer Shares, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof), the Company agrees to issue or have issued the Offer Shares sold and to release for delivery certificates for such Offer Shares or statements reflecting book entry ownership of such Offer Shares at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer Shares. Certificates or statements reflecting book-entry ownership of Offer Shares shall be delivered directly to the purchasers thereof in accordance with their directions. The hour and date upon which the Company shall release for delivery all of the Offer Shares, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer Shares. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), which will be paid promptly following the date hereof upon commencement of the Offering. (b) A non-refundable cash fee in the amount of $360,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community Offering. For the avoidance of doubt, the obligation to pay to the Agent the full Success Fee upon completion of the Subscription Offering and the Community Offering shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offering. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 (the "Services Fee"), $12,500 of which has been earned in full and paid prior to the date hereof, in connection with the Agent's provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 and for its attorney’s fees and expenses up to $75,000, for a total maximum of $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties Company, the Bank and the MHC hereby appoint the Agent FIG as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the First Federal Parties Company, the Bank and the MHC with respect to the Company's sale of the Offer Shares Securities in the OfferingOfferings. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties Company, the Bank and the MHC as to the matters set forth in the letter agreement, dated August 20May 1, 20192017, between the Mid-Tier Holding Company Bank and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties Company, the Bank and the MHC that the Agent shall not be required to purchase any Offer Shares Securities or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations The appointment of the Agent pursuant to this Agreement hereunder shall terminate upon consummation the earlier to occur of the Offering, but in no event later than (i) 45 days after the completion of the Subscription Offering and, if held, the Community Offering (the "End Date") unless the First Federal Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same last day funds at the earlier of the Closing Time or the End Date. If any of the Offer Shares remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at unless the request Company and the Agent agree in writing to extend such period and the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the First Federal Parties, the Agent will seek to form a syndicate of Assisting Brokers to assist in the solicitation of purchase orders of such Offer Shares on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares among the Assisting Brokers in a fashion that best meets the distribution objectives of the First Federal Parties and the requirements of the Plan, which may result in limiting the allocation of Offer Shares to certain Assisting Brokers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker or to take or purchase any Offer SharesSecurities. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a at least the total minimum amount of 3,155,030 Offer Shares the Securities, as set forth on the cover page of the Prospectus, within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulationsprovided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares Securities the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties no party to this Agreement shall have any obligation to the other parties others hereunder, except for the obligations of the First Federal Parties Company, the Bank and the MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares Securities or other offers to purchase Offer Shares Securities in special interest-bearing accounts with the Bank until all Offer Shares Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares Securities are sold. If at least the total minimum amount of 3,155,030 Offer SharesSecurities, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof)sold, the Company agrees to issue or have issued the Offer Shares Securities sold and to release for delivery certificates for such Offer Shares Securities or statements reflecting book entry ownership of such Offer Shares Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer SharesSecurities. Certificates or statements reflecting book-entry ownership of Offer Shares Securities shall be delivered directly to the purchasers thereof in accordance with their directions. The hour and date upon which the Company shall release for delivery all of the Offer SharesSecurities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer SharesSecurities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), all of which will be has been earned in full and paid promptly following prior to the date hereof upon commencement of the Offeringhereof. (b) A non-refundable cash fee in the amount of $360,000 315,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community OfferingOfferings. For the avoidance of doubt, the obligation to pay to the Agent FIG the full Success Fee upon completion of the Subscription Offering and the Community Offering Offerings shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offeringsuch Offerings. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 35,000 (the "Services Fee"), $12,500 5,000 of which has been earned in full and paid prior to the date hereof, in connection with the AgentFIG's provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion MHC Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion Reorganization is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 and for its attorney’s fees and expenses up to $75,000, for a total maximum of $90,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties Company, the Bank and the MHC hereby appoint the Agent Jxxxxx as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the First Federal Parties Company, the Bank and the MHC with respect to the Company's sale of the Offer Shares Securities in the OfferingOfferings. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties Company, the Bank and the MHC as to the matters set forth in the letter agreement, dated August 20July 13, 20192020, between the Mid-Tier Holding Company Bank and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties Company, the Bank and the MHC that the Agent shall not be required to purchase any Offer Shares Securities or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations The appointment of the Agent pursuant to this Agreement hereunder shall terminate upon consummation the earlier to occur of the Offering, but in no event later than (i) 45 days after the completion of the Subscription Offering and, if held, the Community Offering (the "End Date") unless the First Federal Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same last day funds at the earlier of the Closing Time or the End Date. If any of the Offer Shares remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at unless the request Company and the Agent agree in writing to extend such period and the applicable regulators agree to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the First Federal Parties, the Agent will seek to form a syndicate of Assisting Brokers to assist in the solicitation of purchase orders of such Offer Shares on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares among the Assisting Brokers in a fashion that best meets the distribution objectives of the First Federal Parties and the requirements of the Plan, which may result in limiting the allocation of Offer Shares to certain Assisting Brokers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker or to take or purchase any Offer SharesSecurities. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a at least the total minimum amount of 3,155,030 Offer Shares the Securities, as set forth on the cover page of the Prospectus, within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulationsprovided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares Securities the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties no party to this Agreement shall have any obligation to the other parties others hereunder, except for the obligations of the First Federal Parties Company, the Bank and the MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares Securities or other offers to purchase Offer Shares Securities in special interest-bearing accounts with the Bank until all Offer Shares Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares Securities are sold. If at least the total minimum amount of 3,155,030 Offer SharesSecurities, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof)sold, the Company agrees to issue or have issued the Offer Shares Securities sold and to release for delivery certificates for such Offer Shares Securities or statements reflecting book entry ownership of such Offer Shares Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer SharesSecurities. Certificates or statements reflecting book-entry ownership of Offer Shares Securities shall be delivered directly to the purchasers thereof in accordance with their directions. The hour and date upon which the Company shall release for delivery all of the Offer SharesSecurities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer SharesSecurities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), all of which will be has been earned in full and paid promptly following prior to the date hereof upon commencement of the Offeringhereof. (b) A non-refundable cash fee in the amount of $360,000 250,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community OfferingOfferings. For the avoidance of doubt, the obligation to pay to the Agent Jxxxxx the full Success Fee upon completion of the Subscription Offering and the Community Offering Offerings shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offeringsuch Offerings. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 35,000 (the "Services Fee"), $12,500 5,000 of which has been earned in full and paid prior to the date hereof, in connection with the Agent's Jxxxxx'x provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion MHC Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion Reorganization is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 20,000 and for its attorney’s fees and expenses up to $75,000, for a total maximum of $90,00095,000, incurred prior to termination. These expenses may be increased by an additional amount not to exceed $25,000 by mutual consent, including in the event of a material delay of the Offerings which would require an update of the financial information in tabular form to reflect a period later than set forth in the original filing of the Prospectus. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties Company and the Bank hereby appoint the Agent FIG as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the First Federal Parties Company and the Bank with respect to the Company's sale of the Offer Shares Securities in the OfferingOfferings. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties Company and the Bank as to the matters set forth in the letter agreement, dated August 20October 2, 20192018, between the Mid-Tier Holding Company Bank and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties Company and the Bank that the Agent shall not be required to purchase any Offer Shares Securities or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations The appointment of the Agent pursuant to this Agreement hereunder shall terminate upon consummation the earliest to occur of the Offering, but in no event later than (i) 45 days after the completion last day of the Subscription Offering and, if held, the Community Offering (the "End Date") Offering, unless the First Federal Parties Company and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares Securities may be sold. All fees or expenses due to , (ii) the Agent but unpaid will be payable to the Agent in same day funds at the earlier receipt and acceptance of subscriptions and purchase orders for all of the Closing Time Securities, or (iii) the End Datecompletion of the Syndicated Offering, if applicable. If any of the Offer Shares Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the First Federal PartiesBank, the Agent will seek to form a syndicate of Assisting Brokers registered brokers or dealers ("Selected Dealers") to assist in the solicitation of purchase orders of such Offer Shares Securities on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares Securities among the Assisting Brokers Selected Dealers in a fashion that best meets the distribution objectives of the First Federal Parties Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Offer Shares Securities to certain Assisting BrokersSelected Dealers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker a Selected Dealer or to take or purchase any Offer SharesSecurities. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a at least the total minimum amount of 3,155,030 Offer Shares the Securities, as set forth on the cover page of the Prospectus, within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulationsprovided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares Securities the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties no party to this Agreement shall have any obligation to the other parties others hereunder, except for the obligations of the First Federal Parties as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) 2 and 4 hereof relating to the reimbursement of expenses and except that the provisions of Sections 6 and 7 hereofhereof shall survive any termination of this Agreement. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares Securities or other offers to purchase Offer Shares Securities in special interest-bearing accounts with the Bank until all Offer Shares Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares Securities are sold. If at least the total minimum amount of 3,155,030 Offer SharesSecurities, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof)sold, the Company agrees to issue or have issued the Offer Shares Securities sold and to release for delivery certificates for such Offer Shares Securities or statements reflecting book entry ownership of such Offer Shares Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer SharesSecurities. Certificates or statements reflecting book-entry ownership of Offer Shares Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Offer SharesSecurities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer SharesSecurities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), all of which will be has been earned in full and paid promptly following prior to the date hereof upon commencement of the Offeringhereof. (b) A non-refundable cash fee in the amount of $360,000 300,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community Offering. For the avoidance of doubt, the obligation to pay to the Agent FIG the full Success Fee upon completion of the Subscription Offering and the Community Offering shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offering. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 35,000 (the "Services Fee"), $12,500 5,000 of which has been earned in full and paid prior to the date hereof, in connection with the AgentFIG's provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares Securities sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 20,000 and for its attorney’s attorneys' fees and expenses up to $75,000, for a total maximum of $90,00095,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties Company, the Bank and the MHC hereby appoint the Agent FIG as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the First Federal Parties Company, the Bank and the MHC with respect to the Company's sale of the Offer Shares Securities in the OfferingOfferings. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties Company, the Bank and the MHC as to the matters set forth in the letter agreement, dated August 20June 5, 20192018, between the Mid-Tier Holding Company Bank and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties Company, the Bank and the MHC that the Agent shall not be required to purchase any Offer Shares Securities or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations The appointment of the Agent pursuant to this Agreement hereunder shall terminate upon consummation the earlier to occur of the Offering, but in no event later than (i) 45 days after the completion of the Subscription Offering and, if held, the Community Offering (the "End Date") unless the First Federal Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same last day funds at the earlier of the Closing Time or the End Date. If any of the Offer Shares remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at unless the request Company and the Agent agree in writing to extend such period and the FRB agrees to extend the period of time in which the Securities may be sold, or (ii) the receipt and acceptance of subscriptions and purchase orders for all of the First Federal Parties, the Agent will seek to form a syndicate of Assisting Brokers to assist in the solicitation of purchase orders of such Offer Shares on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares among the Assisting Brokers in a fashion that best meets the distribution objectives of the First Federal Parties and the requirements of the Plan, which may result in limiting the allocation of Offer Shares to certain Assisting Brokers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker or to take or purchase any Offer SharesSecurities. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a at least the total minimum amount of 3,155,030 Offer Shares the Securities, as set forth on the cover page of the Prospectus, within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulationsprovided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares Securities the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties no party to this Agreement shall have any obligation to the other parties others hereunder, except for the obligations of the First Federal Parties Company, the Bank and the MHC as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) and 7 hereof. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares Securities or other offers to purchase Offer Shares Securities in special interest-bearing accounts with the Bank until all Offer Shares Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares Securities are sold. If at least the total minimum amount of 3,155,030 Offer SharesSecurities, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof)sold, the Company agrees to issue or have issued the Offer Shares Securities sold and to release for delivery certificates for such Offer Shares Securities or statements reflecting book entry ownership of such Offer Shares Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer SharesSecurities. Certificates or statements reflecting book-entry ownership of Offer Shares Securities shall be delivered directly to the purchasers thereof in accordance with their directions. The hour and date upon which the Company shall release for delivery all of the Offer SharesSecurities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer SharesSecurities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), all of which will be has been earned in full and paid promptly following prior to the date hereof upon commencement of the Offeringhereof. (b) A non-refundable cash fee in the amount of $360,000 250,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community OfferingOfferings. For the avoidance of doubt, the obligation to pay to the Agent FIG the full Success Fee upon completion of the Subscription Offering and the Community Offering Offerings shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offeringsuch Offerings. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 35,000 (the "Services Fee"), $12,500 5,000 of which has been earned in full and paid prior to the date hereof, in connection with the AgentFIG's provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion MHC Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion Reorganization is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 and for its attorney’s fees and expenses up to $75,000, for a total maximum of $90,000, incurred prior to termination. These expenses may be increased by an additional amount not to exceed $25,000 by mutual consent, including in the event of a material delay of the Offerings which would require an update of the financial information in tabular form to reflect a period later than set forth in the original filing of the Prospectus. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.

APPOINTMENT OF AGENT; SALE AND DELIVERY OF THE SECURITIES; CLOSING. Subject to the terms and conditions herein set forth, the First Federal Parties Company and the Bank hereby appoint the Agent FIG as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the First Federal Parties Company and the Bank with respect to the Company's sale of the Offer Shares Securities in the OfferingOfferings. On the basis of the representations, warranties, and agreements herein contained, and subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the First Federal Parties Company and the Bank as to the matters set forth in the letter agreement, dated August 20October 2, 20192018, between the Mid-Tier Holding Company Bank and the Agent (the "Engagement Letter"). It is acknowledged by the First Federal Parties Company and the Bank that the Agent shall not be required to purchase any Offer Shares Securities or be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 9 hereof, the obligations The appointment of the Agent pursuant to this Agreement hereunder shall terminate upon consummation the earliest to occur of the Offering, but in no event later than (i) 45 days after the completion last day of the Subscription Offering and, if held, the Community Offering (the "End Date") Offering, unless the First Federal Parties Company and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares Securities may be sold. All fees or expenses due to , (ii) the Agent but unpaid will be payable to the Agent in same day funds at the earlier receipt and acceptance of subscriptions and purchase orders for all of the Closing Time Securities, or (iii) the End Datecompletion of the Syndicated Offering, if applicable. If any of the Offer Shares Securities remain available after the expiration of the Subscription Offering and, if held, the Community Offering, at the request of the First Federal PartiesBank, the Agent will seek to form a syndicate of Assisting Brokers registered brokers or dealers ("Selected Dealers") to assist in the solicitation of purchase orders of such Offer Shares Securities on a best efforts basis in a Syndicated Community Offering. The Agent will serve as sole book-running manager of any Syndicated Community Offering. The Agent will endeavor to distribute the Offer Shares Securities among the Assisting Brokers Selected Dealers in a fashion that best meets the distribution objectives of the First Federal Parties Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of Offer Shares Securities to certain Assisting BrokersSelected Dealers. It is understood that in no event shall the Agent be obligated to act as an Assisting Broker a Selected Dealer or to take or purchase any Offer SharesSecurities. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a at least the total minimum amount of 3,155,030 Offer Shares the Securities, as set forth on the cover page of the Prospectus, within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulationsprovided, this Agreement shall terminate and the Company shall refund promptly to any persons who have subscribed for any of the Offer Shares Securities the full amount that it may have received from them, together with accrued interest as provided in the Prospectus and the General Disclosure Package, and none of the parties no party to this Agreement shall have any obligation to the other parties others hereunder, except for the obligations of the First Federal Parties as set forth in Sections 4, 6(a) and 7 hereof and the obligations of the Agent as provided in Sections 6(b) 2 and 4 hereof relating to the reimbursement of expenses and except that the provisions of Sections 6 and 7 hereofhereof shall survive any termination of this Agreement. Appropriate arrangements for promptly placing the funds received from subscriptions for Offer Shares Securities or other offers to purchase Offer Shares Securities in special interest-bearing accounts with the Bank until all Offer Shares Securities are sold and paid for were made by the Company prior to the commencement of the Subscription Offering, with provision for refund to the purchasers as set forth above, or for delivery to the Company if all Offer Shares Securities are sold. If at least the total minimum amount of 3,155,030 Offer SharesSecurities, as set forth on the cover page of the Prospectus, are sold within the period herein provided (including any permitted extension thereof)sold, the Company agrees to issue or have issued the Offer Shares Securities sold and to release for delivery certificates for such Offer Shares Securities or statements reflecting book entry ownership of such Offer Shares Securities at the Closing Time against payment therefor by release of funds from the special interest-bearing accounts referred to above. The closing shall be held at the offices of Xxxx Lxxx Xxxxxx PC, at 10:00 a.m., Eastern Time, or at such other place and time as shall be agreed upon by the parties hereto, on a business day to be agreed upon by the parties hereto. The Company shall notify the Agent by telephone, confirmed in writing, when funds shall have been received for all the Offer SharesSecurities. Certificates or statements reflecting book-entry ownership of Offer Shares Securities shall be delivered directly to the purchasers thereof in accordance with their directions. Notwithstanding the foregoing, certificates or statements reflecting book-entry ownership of Securities purchased through Selected Dealers shall be made available to the Agent for inspection at least 24 hours prior to the Closing Time at such office as the Agent shall designate. The hour and date upon which the Company shall release for delivery all of the Offer SharesSecurities, in accordance with the terms hereof, is herein called the "Closing Time." The Company will pay any stock issue and transfer taxes that may be payable with respect to the sale of the Offer SharesSecurities. In addition to the reimbursement of the expenses specified in Section 4 hereof, the Agent will receive: (a) A non-refundable management fee of $25,000 (the "Management Fee"), ) which will be paid promptly following the date hereof upon commencement of the OfferingOfferings. (b) A non-refundable cash fee in the amount of $360,000 300,000 (the "Success Fee"), which shall be paid upon the completion of the Subscription Offering and the Community Offering. For the avoidance of doubt, the obligation to pay to the Agent FIG the full Success Fee upon completion of the Subscription Offering and the Community Offering shall survive any termination of this Agreement, including any termination occurring prior to the completion of the Subscription Offering and the Community Offering. The Management Fee shall be credited against the Success Fee. (c) A non-refundable cash fee in the amount of $50,000 35,000 (the "Services Fee"), $12,500 5,000 of which has been earned in full and paid prior to the date hereof, in connection with the AgentFIG's provision of services as records agent pursuant to the Engagement Letter. The balance of the Services Fee shall be due and payable immediately upon the mailing of the Subscription Offering documents. Any material changes in the Conversion Regulations or the Plan, or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $10,000. (d) With respect to any Offer Shares Securities sold in the Syndicated Community Offering, an aggregate fee of 6% of the aggregate purchase price of the Offer Shares Securities sold in the Syndicated Community Offering. If this Agreement is terminated by the Agent in accordance with the provisions of Section 9(a) hereof or the Conversion is terminated by the Company, no fee, other than the Management Fee and the Services Fee, shall be payable by the Company to the Agent; provided, however, that the Company shall reimburse the Agent in accordance with the provisions of Section 4 hereof for all of its reasonable out-of-pocket expenses up to $15,000 20,000 and for its attorney’s attorneys' fees and expenses up to $75,000, for a total maximum of $90,00095,000, incurred prior to termination. In addition, the Company shall be obligated to pay the other fees and expenses as contemplated by the provisions of Section 4 hereof in the event of any such termination. All fees payable to the Agent hereunder shall be payable in immediately available funds at the Closing Time, or upon the termination of this Agreement, as the case may be.