Common use of Appointment of the Selling Agent; Compensation to the Selling Agent Clause in Contracts

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx its agent to consult with and advise the Company and the Bank, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's offering of Shares in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts such appointment and agrees to consult with and advise the Company and the Bank as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent and the Bank dated as of February 3, 2000, as amended as of June 20, 2000, included as Exhibit A attached hereto, and to use their best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used to assist in the sale of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in this Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereof, the Selling Agent shall receive and the Primary Parties shall pay (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the dollar amount of the Shares sold in the Subscription Offering and Community Offering (the "Marketing Fee"), excluding shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of the Primary Parties, excluding any shares that are issued in the Merger. If shares that otherwise could be sold in the Community Offering are set aside for distribution to First Northern shareholders in connection with the Merger, the Primary Parties shall also pay the Selling Agent a fee of 1.5% of the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankAbington Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Abington Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent Agent, Abington and the Bank dated as of February 3November 15, 2000, as amended as of June 20, 2000, included 2006 a ttached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. The obligations of the Selling Agent pursuant to this Agreement (other than those set forth in Section 7(b) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 12,750,000 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 1 and in Sections 6 and 7 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. If selected broker-dealers are used all conditions precedent to assist in the consummation of the Offering, including, without limitation, the sale of all Shares in required by the Syndicated Community OfferingPlan to be sold, are satisfied, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in this Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and Company agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6issue, 7 and 8 hereofor have issued, the Selling Agent shall receive and the Primary Parties shall pay (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the dollar amount of the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company s hall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankAnchor Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Anchor Parties as to the matters set forth in Section 3 of the Engagement Letter by and between the Selling Agent and the Bank dated as of February 3March 11, 20002008, [as amended as of June 20on ____________], 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used The obligations of the Selling Agent pursuant to assist this Agreement (other than those set forth in Section 7(a) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Selling Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of _______ Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the sale Prospectus; and none of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject parties to this Agreement shall have any obligation to the terms and conditions of this Agreementother parties hereunder, appoint the Agent to manage such broker-dealers except as set forth in this Syndicated Community OfferingSection 1 and in Sections 6 and 7 hereof. On In the basis event the Offering is terminated for any reason not attributable to the action or inaction of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereofSelling Agent, the Selling Agent shall receive be paid the fees and expenses due to the Primary Parties shall pay date of such termination pursuant to subparagraphs (ia) an advisory and administrative fee of $100,000 (the "Management Fee"), and (iid) a fee of 1.5% below. If all conditions precedent to the consummation of the dollar amount Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankK-Fed Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank K-Fed Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent Agent, Mid-Tier, the MHC and the Bank dated as of February 3May 29, 20002007, as amended as of June 20, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used The obligations of the Selling Agent pursuant to assist this Agreement (other than those set forth in Section 7(a) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Selling Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 11,050,000 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the sale Prospectus; and none of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject parties to this Agreement shall have any obligation to the terms and conditions of this Agreementother parties hereunder, appoint the Agent to manage such broker-dealers except as set forth in this Syndicated Community OfferingSection 1 and in Sections 6 and 7 hereof. On In the basis event the Offering is terminated for any reason not attributable to the action or inaction of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereofSelling Agent, the Selling Agent shall receive be paid the fees and expenses due to the Primary Parties shall pay date of such termination pursuant to subparagraphs (ia) an advisory and administrative fee of $100,000 (the "Management Fee"), and (iid) a fee of 1.5% below. If all conditions precedent to the consummation of the dollar amount Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankMeridian Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Meridian Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent Agent, the Company and the Bank dated as of February 3June 16, 20002007, as amended as of June 20amended, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used The obligations of the Selling Agent pursuant to assist this Agreement (other than those set forth in Section 7(b) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Selling Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 8,542,500 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the sale Prospectus; and none of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject parties to this Agreement shall have any obligation to the terms and conditions of this Agreementother parties hereunder, appoint the Agent to manage such broker-dealers except as set forth in this Syndicated Community OfferingSection 1 and in Sections 6 and 7 hereof. On In the basis event the Offering is terminated for any reason not attributable to the action or inaction of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereofSelling Agent, the Selling Agent shall receive be paid the fees and expenses due to the Primary Parties shall pay date of such termination pursuant to subparagraphs (ia) an advisory and administrative fee of $100,000 (the "Management Fee"), and (iid) a fee of 1.5% below. If all conditions precedent to the consummation of the dollar amount Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company Northwest Parties hereby appoints Ryan, Xxck xx its appoint Rxxx Xxxx as agent to consult with and advise the Company and the BankNorthwest Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community OfferingsOffering. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Rxxx Xxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Northwest Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent Agent, the MHC and the Bank Company dated as of February 3April 14, 2000, as amended as of June 20, 2000, included 2003 attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreementtherewith; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used to assist Except as set forth in the sale of Shares in the Syndicated Community OfferingSection 10 hereof, the Primary Parties hereby, subject to the terms and conditions appointment of this Agreement, appoint the Selling Agent to manage such broker-dealers in this Syndicated Community provide services hereunder shall terminate upon consummation or termination of the Offering. On If requested by the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this AgreementCompany, the Selling Agent accepts such appointment may also assemble and agrees to manage the a selling group of broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASD”) to participate in the solicitation on a “best efforts” basis of purchase orders for the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is set forth as Exhibit B to this Agreement. The Selling Agent will distribute the Shares among dealers in the Syndicated Community Offering. In addition to Offering in a fashion which best meets the reimbursement distribution objectives of the expenses specified in Sections 6, 7 Company and 8 hereof, the Plan. The Selling Agent shall receive and the Primary Parties shall pay (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the dollar amount of the Shares sold in the Subscription Offering and Community Offering (the "Marketing Fee"), excluding shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of the Primary Parties, excluding any shares that are issued in the Merger. If shares that otherwise could be sold in the Community Offering are set aside for distribution to First Northern shareholders in connection with the Merger, the Primary Parties shall also pay the Selling Agent a fee of 1.5% of the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in not commence the Syndicated Community Offering. Assisting Brokers will not be utilized Offering without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated OfferingCompany.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankLaPorte Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank LaPorte Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent Bank and the Bank Xxxxx Xxxxxxxx, dated as of February 3March 9, 20002007, as amended as of June 20, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. The obligations of the Selling Agent pursuant to this Agreement (other than those set forth in Section 7(b) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 1,300,500 Shares within the period herein provided (including up to 195,075 shares of unsubscribed Shares issued as merger consideration to CSF stockholders), this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 1 and in Sections 6 and 7 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. If selected broker-dealers are used all conditions precedent to assist in the consummation of the Offering, including, without limitation, the sale of all Shares in required by the Syndicated Community OfferingPlan to be sold, are satisfied, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in this Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and Company agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6issue, 7 and 8 hereofor have issued, the Selling Agent shall receive and the Primary Parties shall pay (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the dollar amount of the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankRenton Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Renton Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent Agent, Mid-Tier and the Bank dated as of February 3June 26, 20002006, as amended as of June 20amended, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. If selected brokerThe obligations of the Selling Agent pursuant to this Agreement (other than those set forth in Section 7(a) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Selling Agent may agree to renew this Agreement under mutually acceptable terms. What about the Mid-dealers are used Tier and MHC? In the event the Company is unable to assist sell a minimum of 14,875,000 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the sale Prospectus; and none of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject parties to this Agreement shall have any obligation to the terms and conditions of this Agreementother parties hereunder, appoint the Agent to manage such broker-dealers except as set forth in this Syndicated Community OfferingSection 1 and in Sections 6 and 7 hereof. On In the basis event the Offering is terminated for any reason not attributable to the action or inaction of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereofSelling Agent, the Selling Agent shall receive be paid the fees and expenses due to the Primary Parties shall pay date of such termination pursuant to subparagraphs (ia) an advisory and administrative fee of $100,000 (the "Management Fee"), and (iid) a fee of 1.5% below. If all conditions precedent to the consummation of the dollar amount Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankHome Federal Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Home Federal Parties as to the matters set forth in Section 3 of the Engagement Letter between among the Selling Agent Agent, Mid-Tier and the Bank MHC dated as of February 3July 8, 20002007, as amended as of June 20, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. The obligations of the Selling Agent pursuant to this Agreement (other than those set forth in Section 7(b) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of _______ Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 1 and in Sections 6 and 7 hereof. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (d) below. If selected broker-dealers are used all conditions precedent to assist in the consummation of the Offering, including, without limitation, the sale of all Shares in required by the Syndicated Community OfferingPlan to be sold, are satisfied, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in this Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and Company agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6issue, 7 and 8 hereofor have issued, the Selling Agent shall receive and the Primary Parties shall pay (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the dollar amount of the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder:

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Capital Resources as its agent to consult with and advise the Company and the BankAssociation, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's offering of Shares in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Capital Resources accepts such appointment and agrees to consult with and advise the Company and the Bank Association as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent and the Bank Association dated as of February 3July 28, 2000, as amended as of June 20, 20002004, included as Exhibit A attached hereto, and to use their best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used to assist in the sale of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject to the terms and conditions of this Agreement, appoint the Agent to manage such broker-dealers in this Syndicated Community Offering. On the basis of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereof, the Selling Agent shall receive and the Primary Parties shall pay the greater of a fee of (i) an advisory and administrative fee of $100,000 (the "Management Fee"), and (ii) a fee of 1.5% of the total dollar amount of the Shares stock sold in the Subscription Offering and Community Offering (the "Marketing Fee")Offering, excluding shares purchased by officers, directors, employees (and immediate household family members thereof) and employee benefit plans of the Primary Parties, excluding including any shares that are issued in as part of the Merger. If shares that otherwise could be ; or (ii) three percent (3%) of the total dollar amount of stock sold in the Subscription and Community Offering are set aside for distribution to First Northern shareholders in connection with the MergerOfferings, excluding shares purchased by officers, directors, employees (and immediate household family members thereof) and employee benefit plans of the Primary Parties shall also pay (the Selling "Marketing Fee). The Agent a fee of 1.5% of the dollar amount of such shares, up to a maximum acknowledges receipt of $100,00080,000 in payments for consulting work. In additionSuch payment is nonrefundable but shall be applied to the total Marketing Fee, the Primary Parties balance of which shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offeringbe due at closing. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. The Syndicated Community Offering will be conducted pursuant to a Selected Dealer's Agreement set forth at Exhibit B. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Company hereby appoints Ryan, Xxck xx Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Company and the BankMeridian Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company's ’s offering of Shares Common Stock in the Subscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Ryan, Xxck xxxepts Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Company and the Bank Meridian Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent Agent, the Company and the Bank dated as of February 3June 16, 20002007, as amended as of June 20amended, 2000, included attached as Exhibit A attached heretohereto (“Engagement Letter”), and to use their its best efforts to solicit subscriptions and purchase orders for Shares in accordance with this Agreement; provided, however, that the Selling Agent shall not be responsible for obtaining subscriptions or purchase orders for any specific number of Shares, shall not be required to purchase any Shares and shall not be obligated to take any action which that is inconsistent with any applicable law, regulation, decision or order. If selected broker-dealers are used The obligations of the Selling Agent pursuant to assist this Agreement (other than those set forth in Section 1 and Section 7(b) hereof) shall terminate upon the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”). All fees or expenses due to the Selling Agent but unpaid will be payable to the Selling Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the Company, the Bank and the Selling Agent may agree to renew this Agreement under mutually acceptable terms. In the event the Company is unable to sell a minimum of 8,542,500 Shares within the period herein provided, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the sale Prospectus; and none of Shares in the Syndicated Community Offering, the Primary Parties hereby, subject parties to this Agreement shall have any obligation to the terms and conditions of this Agreementother parties hereunder, appoint the Agent to manage such broker-dealers except as set forth in this Syndicated Community OfferingSection 1 and in Sections 6 and 7 hereof. On In the basis event the Offering is terminated for any reason not attributable to the action or inaction of the representations and warranties of the Primary Parties contained in, and subject to the terms and conditions of, this Agreement, the Agent accepts such appointment and agrees to manage the selling group of broker-dealers in the Syndicated Community Offering. In addition to the reimbursement of the expenses specified in Sections 6, 7 and 8 hereofSelling Agent, the Selling Agent shall receive be paid the fees and expenses due to the Primary Parties shall pay date of such termination pursuant to subparagraphs (ia) an advisory and administrative fee of $100,000 (the "Management Fee"), and (iid) a fee of 1.5% below. If all conditions precedent to the consummation of the dollar amount Offering, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Subscription Offering and Community Offering to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the "Marketing Fee")Company by any means authorized by the Plan; provided, excluding however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. The release of Shares against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Selling Agent. Certificates for shares purchased by officers, directors, employees (and immediate family thereof) and employee benefit plans of shall be delivered directly to the Primary Parties, excluding any shares that are issued purchasers in accordance with their directions. The date upon which the Merger. If shares that otherwise could be Company shall release or deliver the Shares sold in the Community Offering are set aside for distribution to First Northern shareholders Offering, in connection accordance with the Mergerterms herein, is called the Primary Parties shall also pay the “Closing Date.” The Selling Agent a fee of 1.5% of shall receive the dollar amount of such shares, up to a maximum of $100,000. In addition, the Primary Parties shall pay the Selling Agent a fee equal to 5.5% of the aggregate Purchase Price of the Shares sold by the Agent in any Syndicated Community Offering. Assisting Brokers other than the Agent will also be paid 5.5% of the aggregate Purchase Price of the Shares sold by them in the Syndicated Community Offering. Assisting Brokers will not be utilized without the prior approval of the Primary Parties, and it is agreed that Agent will manage the Assisting Brokers in the Syndicated Offering.following compensation for its services hereunder: