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 Northwest Parties hereby appoint Rxxx Xxxx as agent to consult with and advise the Northwest Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the Offering. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx accepts such appointment and agrees to consult with and advise the Northwest Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent, the MHC and the Company dated April 14, 2003 attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewith; 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. Except as set forth in Section 10 hereof, the appointment of Selling Agent to provide services hereunder shall terminate upon consummation or termination of the Offering. If requested by the Company, the Selling Agent may also assemble and manage 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 a fashion which best meets the distribution objectives of the Company and the Plan. The Selling Agent will not commence the Syndicated Community Offering without the prior approval of the Company.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest K-Fed Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest K-Fed Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent, Mid-Tier, the MHC and the Company Bank dated April 14May 29, 2003 2007, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except The 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. 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 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 10 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 Selling Agent, the appointment of Selling Agent shall be paid the fees and expenses due to provide services hereunder shall terminate upon the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A management fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the execution of the Engagement Letter. This fee shall be due as it is earned and manage shall be non-refundable. (b) A success fee upon completion of the Offering of 1.00% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), and (ii) shares purchased by any employee stock ownership plan, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. It is understood and agreed to by the parties that shares held by shareholders of the Mid-Tier, other than by the MHC, which are exchanged for Company shares shall not be subject to the Success Fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Selling Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company Bank and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering without an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). The Selling Agent shall have the right, in its sole discretion, to permit investors in the Syndicated Community Offering to submit irrevocable orders together with legally binding commitments for payment for Shares for which they subscribe at any time prior approval to the Closing Date. (d) The Bank and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not execeed $30,000. The Bank and the Company will also reimburse the Selling Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $50,000 and reasonable out-of-pocket expenses of such counsel up to $5,000. The Bank and the Company will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer Selling Agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on behalf of the K-Fed Parties. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than June 30, 2007. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Selling Agent for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). If (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by February ___, 2008; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of Mid-Tier since June 30, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Reorganization Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Renton Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Renton Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent, the MHC Mid-Tier and the Company Bank dated April 14June 26, 2003 2006, as amended, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except The 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-Tier and MHC? In the event the Company is unable to 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 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 10 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 Selling Agent, the appointment of Selling Agent shall be paid the fees and expenses due to provide services hereunder shall terminate upon the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A management fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the adoption of the Plan. This fee shall be due as it is earned and manage shall be non-refundable. (b) A success fee upon completion of the Offering of 1.00% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the MHC’s officers, directors, or employees (or members of their immediate families), and (ii) shares purchased by any employee stock ownership plan, charitable foundation, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the MHC, the Selling Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company MHC and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering without an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the prior approval assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the MHC upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). (d) The MHC and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not execeed $40,000. The MHC and the Company will also reimburse the Selling Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $45,000 and reasonable out-of-pocket expenses of such counsel up to $5,000. The MHC and the Company will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer Selling Agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion; and the fees set forth under this Section 1. The Company or the MHC will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on behalf of the Renton Parties. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than March 31, 2007. In the event the Offering is terminated prior to consummation thereof, the Company and the MHC shall reimburse the Selling Agent for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). If (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by October 14, 2007; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of Mid-Tier since March 31, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Reorganization Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due not to exceed $50,000. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Company and the MHC to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the MHC in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Meridian Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingOfferings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Meridian Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent, the MHC Company and the Company Bank dated April 14June 16, 2003 2007, as amended, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except The obligations of the Selling Agent pursuant to 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 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 10 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 Selling Agent, the appointment of Selling Agent shall be paid the fees and expenses due to provide services hereunder shall terminate upon the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A management fee of $25,000 payable in four consecutive monthly installments of $6,250 commencing with the adoption of the Plan. This fee shall be due as it is earned and manage shall be non-refundable. (b) A success fee upon completion of the Offering of 0.75% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, corporators or employees (or members of their immediate families), and (ii) shares purchased by or contributed to any employee stock ownership plan, charitable foundation, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Selling Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company Bank and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.0% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.0% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). The Selling Agent shall have the right, in its sole discretion, to permit investors in the Syndicated Community Offering to submit irrevocable orders together with legally binding commitments for payment for Shares for which they subscribe at any time prior to the Closing Date. (d) The Bank and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not exceed $10,000. The Bank and the Company will also reimburse the Selling Agent for the fees and expenses of its counsel up to $25,000. The Bank and the Company will bear the other expenses of the Offering customarily borne by issuers including, without limitation, those expenses set forth in Section 6 and syndicate expenses associated with the Offering; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on behalf of the Meridian Parties. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be increased by the mutual consent of the Meridian Parties and the Selling Agent in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than June 30, 2007. Not later than two days prior to the Closing Date, the Selling Agent will provide the Meridian Parties with an accounting of all reasonable expenses to be paid at closing. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Selling Agent for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by February 21, 2008; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of the Company since June 30, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Offering Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due not to exceed $50,000. The Selling Agent further agrees to provide general financial advisory assistance to the Company and the Bank for a period of five years following completion of the Offering, including formation of a dividend policy and share repurchase program, assistance with shareholder reporting and shareholder relations matters, general advice on mergers and acquisitions and other related financial matters, without the prior approval payment by the Company or the Bank of any fees in addition to those set forth in Section 1 hereof. Nothing in this Agreement shall require the Company or the Bank to obtain such services from the Selling Agent. In the case of a distinct transaction evolving from the aforementioned financial advisory services, a fee will be negotiated and an agreement entered into at the time. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the CompanyClosing Date (as hereinafter defined), a determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Capital Resources as its agent to consult with and advise the Northwest PartiesCompany and the Association, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s 's offering of Common Stock Shares in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Capital Resources accepts such appointment and agrees to consult with and advise the Northwest Parties Company and the Association as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent, the MHC Agent and the Company Association dated April 14as of July 28, 2003 attached 2004, included as Exhibit A hereto (“Engagement Letter”)attached hereto, and to use its their best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except as set forth If selected broker-dealers are used to assist in Section 10 hereofthe sale of Shares in the Syndicated Community Offering, the appointment Primary Parties hereby, subject to the terms and conditions of Selling this Agreement, appoint the Agent to provide services hereunder shall terminate upon consummation or termination manage such broker-dealers in this Syndicated Community Offering. On the basis of the Offering. If requested by representations and warranties of the CompanyPrimary Parties contained in, and subject to the terms and conditions of, this Agreement, the Selling Agent may also assemble accepts such appointment and agrees to manage a the 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 a fashion which best meets Offering. In addition to the distribution objectives reimbursement of the Company expenses specified in Sections 6, 7 and 8 hereof, the Selling Agent shall receive and the PlanPrimary Parties shall pay the greater of a fee of (i) 1.5% of the total dollar amount of the stock sold in the Subscription Offering and Community Offering, excluding shares purchased by officers, directors, employees (and immediate household family members thereof) and employee benefit plans of the Primary Parties, including any shares that are issued as part of the Merger; or (ii) three percent (3%) of the total dollar amount of stock sold in the Subscription and Community Offerings, excluding shares purchased by officers, directors, employees (and immediate household family members thereof) and employee benefit plans of the Primary Parties (the "Marketing Fee). The Selling Agent acknowledges receipt of $80,000 in payments for consulting work. Such payment is nonrefundable but shall be applied to the total Marketing Fee, the balance of which shall be due at closing. Assisting Brokers other than the Agent will not commence 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. (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by July 28, 2005; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of the Association since June 30, 2004; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because, in its reasonable judgment, the Primary Parties have failed to satisfactorily disclose all relevant information in the Registration Statement, the Subscription Prospectus and the Reorganization Applications or the Selling Agent determines that market conditions exist which might render the sale of the Shares by the Company inadvisable, the Selling Agent, in addition to reimbursement of the Selling Agent's reasonable out-of-pocket expenses as set forth in Section 6 hereof shall be entitled to retain the $80,000 previously paid by the Association. If there is a resolicitation of subscriptions for any reason, and the Selling Agent is required to provide significant additional services or expend significant additional time, the parties agree to negotiate in good faith an agreement to cover the Selling Agent's additional fees and expenses in connection therewith, including attorneys' fees and expenses. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Primary Parties to terminate or abandon the Plan or the termination of this Agreement by the Selling Agent or the Primary Parties in accordance with the preceding paragraph. The Association and the Company agree to reimburse the Selling Agent from time to time for the costs and expenses specified in Sections 6, 7 and 8 hereof, to the extent such costs and expenses are reasonably incurred by the Selling Agent, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Home Federal Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Home Federal Parties as to the matters set forth in Section 3 of the Engagement Letter between among the Selling Agent, Mid-Tier and the MHC and the Company dated April 14July 8, 2003 2007, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except 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 10 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 appointment Agent shall be paid the fees and expenses due to the date of Selling Agent such termination pursuant to provide services hereunder shall terminate upon subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent shall receive the following compensation for its services hereunder: (a) A management fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the adoption of the Plan. This fee shall be due as it is earned and shall be non-refundable. (b) A success fee upon completion of the Offering of 1.00% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), and (ii) shares purchased by any employee stock ownership plan, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Shares among the Selected Dealers in a fashion that best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the [Bank] upon consultation with the Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). (d) The Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not execeed $30,000. The Bank and the Company will also reimburse the Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $50,000 and reasonable out-of-pocket expenses of such counsel up to $5,000. The Bank will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, the Commission, “Blue Sky,” and the Financial Industry Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the Offering; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Agent for any such other expenses incurred by the Agent on their behalf. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than June 30, 2007. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Underwriter for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). If requested (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by [February ____], 2008; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of Mid-Tier since June 30, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Reorganization Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent may also assemble and manage a selling group of broker-dealers that are members is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the National Association of Securities Dealers, Inc. additional compensation due not to exceed $50,000. The compensation specified above shall be payable (“NASD”to the extent not already paid) to participate the Selling Agent in next day clearinghouse funds on the solicitation on a “best efforts” basis earlier of purchase orders for the Shares Closing Date (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”as hereinafter defined), 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 a fashion which best meets the distribution objectives of determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent will not commence from time to time for the Syndicated Community Offering without the prior approval reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of the Companysuch costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest LaPorte Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest LaPorte Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling AgentBank and Xxxxx Xxxxxxxx, the MHC and the Company dated April 14March 9, 2003 2007, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except 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 10 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 appointment Agent shall be paid the fees and expenses due to the date of Selling Agent such termination pursuant to provide services hereunder shall terminate upon subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A Management Fee of $25,000, payable in two consecutive monthly installments of $12,500, all of which has been paid. This fee shall be due as it is earned and manage shall be non-refundable. (b) A Success Fee upon completion of the Offering of 1.25% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), (ii) shares purchased by any ESOP, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank for some or all of its directors or employees, and (iii) any CSF Shares issued in the Community Offering. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Common Shares remain available after the Subscription Offering and the Community Offering, at the request of the Bank, the Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Common Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Common Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company Bank and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering without an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the prior approval assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). (d) The Bank and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) not to exceed $15,000. The Bank and the Company will also reimburse the Selling Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $45,000 and reasonable out-of-pocket expenses of such counsel. The Bank will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the Offering; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on their behalf. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than June 30, 2006. If (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by ; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of the Bank since June 30, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Transactions Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Abington Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Abington Parties as to the matters set forth in Section 3 of the Engagement Letter between the Selling Agent, the MHC Abington and the Company Bank dated April 14November 15, 2003 attached 2006 a ttached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except 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 10 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 appointment Agent shall be paid the fees and expenses due to the date of Selling Agent such termination pursuant to provide services hereunder shall terminate upon subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company s hall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent shall receive the following compensation for its services hereunder: (a) A management fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the adoption of the Plan. This fee shall be due as it is earned and shall be non-refundable. (b) A success fee upon completion of the Offering of 1.00% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), and (ii) shares purchased by any employee stock ownership plan, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis, subject to the terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Shares among the Selected Dealers in a fashion that best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). (d) The Bank and Company shall reimburse the Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not execeed $40,000. The Bank and the Company will also reimburse the Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $50,000 and reasonable out-of-pocket expenses of such counsel up to $5,000. The Bank will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer agent and registrar, printing, mailing and marketing expenses associated with the Offering ; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Agent for any such other expenses incurred by the Agent on their behalf. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than December 31, 2006. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Underwriter for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). If requested (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by ____, 2007; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of Abington since December 31, 2006; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Reorganization Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engag ement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent may also assemble and manage a selling group of broker-dealers that are members is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the National Association of Securities Dealers, Inc. additional compensation due. The compensation specified above shall be payable (“NASD”to the extent not already paid) to participate the Selling Agent in next day clearinghouse funds on the solicitation on a “best efforts” basis earlier of purchase orders for the Shares Closing Date (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”as hereinafter defined), 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 a fashion which best meets the distribution objectives of determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent will not commence from time to time for the Syndicated Community Offering without the prior approval reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of the Companysuch costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Meridian Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingOfferings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Meridian Parties as to the matters set forth in Section 3 of the Engagement Letter between by and among the Selling Agent, the MHC Company and the Company Bank dated April 14June 16, 2003 2007, as amended, attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except 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 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 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 10 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 Selling Agent, the appointment of Selling Agent shall be paid the fees and expenses due to provide services hereunder shall terminate upon the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A management fee of $25,000 payable in four consecutive monthly installments of $6,250 commencing with the adoption of the Plan. This fee shall be due as it is earned and manage shall be non-refundable. (b) A success fee upon completion of the Offering of 0.75% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, corporators or employees (or members of their immediate families), and (ii) shares purchased by or contributed to any employee stock ownership plan, charitable foundation, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Selling Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company Bank and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.0% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering without an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.0% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). The Selling Agent shall have the right, in its sole discretion, to permit investors in the Syndicated Community Offering to submit irrevocable orders together with legally binding commitments for payment for Shares for which they subscribe at any time prior approval to the Closing Date. (d) The Bank and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers) provided such expenses do not exceed $10,000. The Bank and the Company will also reimburse the Selling Agent for the fees and expenses of its counsel (which do not include legal fees and expenses to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $25,000. The Bank and the Company will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky,” and NASD filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer Selling Agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Offering; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on behalf of the Meridian Parties. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than June 30, 2007. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Selling Agent for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). If (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by December ___, 2007; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of the Company since June 30, 2007; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Offering Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due not to exceed $50,000. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.

Appointment of the Selling Agent; Compensation to the Selling Agent. Subject to the terms and conditions set forth below, the Northwest Parties Company hereby appoint Rxxx Xxxx appoints Xxxxx Xxxxxxxx as its exclusive agent to consult with and advise the Northwest Anchor Parties, and to solicit subscriptions and purchase orders for Shares on behalf of the Company, in connection with the Company’s offering of Common Stock in the OfferingSubscription and Community Offerings. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, Rxxx Xxxx Xxxxx Xxxxxxxx accepts such appointment and agrees to consult with and advise the Northwest Anchor Parties as to the matters set forth in Section 3 of the Engagement Letter by and between the Selling Agent, the MHC Agent and the Company Bank dated April 14March 11, 2003 2008, [as amended on ____________], attached as Exhibit A hereto (“Engagement Letter”), and to use its best efforts to solicit subscriptions and purchase orders for Shares in accordance therewithwith 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. Except The 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. 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 10 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 Selling Agent, the appointment of Selling Agent shall be paid the fees and expenses due to provide services hereunder shall terminate upon the date of such termination pursuant to subparagraphs (a) and (d) below. If all conditions precedent to the consummation or termination of the 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 Offering and to release for delivery certificates for such Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with. If requested by 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 shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering, in accordance with the terms herein, is called the “Closing Date.” The Selling Agent may also assemble shall receive the following compensation for its services hereunder: (a) A management fee of $50,000 payable in four consecutive monthly installments of $12,500 commencing with the adoption of the Plan. This fee shall be due as it is earned and manage shall be non-refundable. (b) A success fee upon completion of the Offering of 1.00% of the aggregate Purchase Price of the Common Shares sold in the Subscription Offering and Community Offering, excluding (i) shares purchased by the Bank’s officers, directors, or employees (or members of their immediate families), and (ii) shares purchased by any employee stock ownership plan. For purposes of this Agreement, “immediate family” includes an officer’s, director’s or employee’s spouse, siblings, parents and children who live in the same house with the officer, director or employee. The management fee described in subparagraph 1(a) will be applied against this success fee. (c) If any of the Shares remain available after the Subscription Offering, at the request of the Bank, the Selling Agent will seek to form a selling group syndicate of registered broker-dealers that are members of the National Association of Securities Dealers, Inc. (“NASDSelected Dealers”) to participate assist in the solicitation sale of such Shares on a “best efforts” basis of purchase orders for efforts basis, subject to the Shares (the “Assisting Brokers”) under a selected dealer agreement (“Selected Dealer Agreement”), the form of which is terms and conditions set forth as Exhibit B to this Agreementin the selected dealers agreement. The Selling Agent will endeavor to distribute the Shares among dealers in the Syndicated Community Offering Selected Dealers in a fashion which that best meets the distribution objectives of the Company Bank and the Plan. The Selling Agent will be paid a fee not commence to exceed 5.5% of the aggregate Purchase Price of the Shares sold by the Selected Dealers. The Selling Agent will pass onto the Selected Dealers who assist in the Syndicated Community Offering without an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the prior approval assistance of Selected Dealers other than the Selling Agent shall be transmitted by the Selling Agent to such Selected Dealers (and will be applied against, and come from, the 5.5% fee). The decision to utilize Selected Dealers will be made by the Bank upon consultation with the Selling Agent. In the event any fees are paid pursuant to this subparagraph 1(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Shares payable pursuant to subparagraph 1(b). (d) The Bank and Company shall reimburse the Selling Agent for reasonable out-of-pocket expenses (including costs of travel, meals and lodging, photocopying, telephone, facsimile and couriers). The Bank and the Company will also reimburse the Selling Agent for the fees of its counsel (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws) up to $_______ and reasonable out-of-pocket expenses of such counsel. The Bank and the Company will bear the other expenses of the Offering customarily borne by issuers including, without limitation, regulatory filing fees, SEC, DTC, “Blue Sky,” and the Financial Industry Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Bank’s accountants, attorneys, appraiser, transfer Selling Agent and registrar, printing, mailing and marketing and syndicate expenses associated with the Conversion; and the fees set forth under this Section 1. The Company or the Bank will reimburse the Selling Agent for any such other expenses incurred by the Selling Agent on behalf of the Anchor Parties. The parties hereto acknowledge that the expense limitations set forth in this paragraph may be exceeded in the event of a material delay in the Offering that requires an update of financial information contained in the Registration Statement for a period later than [March 31, 2011]. In the event the Offering is terminated prior to consummation thereof, the Company and the Bank shall reimburse the Selling Agent for its reasonable accountable out-of-pocket expenses actually incurred, subject to the limitations set forth in this subparagraph 1(d). (i) the Plan is abandoned or terminated by the Company; (ii) the Offering is not consummated by ____________ __, 2011; (iii) the Selling Agent terminates this Agreement because there has been a material adverse change in the financial condition or operations of the Bank since [September 30, 2010]; or (iv) immediately prior to the commencement of the Offering, the Selling Agent terminates this Agreement because in its opinion, which shall have been formed in good faith after reasonable determination and consideration of all relevant factors, there has been a failure to satisfactorily disclose all relevant information in the Registration Statement, the Prospectus or the Applications or market conditions exist that might render the sale of the Shares by the Company inadvisable, the Management Fee shall serve as compensation for its advisory and administrative services as set forth in the Engagement Letter, in addition to reimbursement of the Selling Agent’s reasonable out-of-pocket expenses as set forth above. If, pursuant to a resolicitation undertaken by the Company, the Selling Agent is required to provide significant additional services, or expend significant additional time, the parties shall mutually agree to the dollar amount of the additional compensation due not to exceed $[50,000]. The compensation specified above shall be payable (to the extent not already paid) to the Selling Agent in next day clearinghouse funds on the earlier of the Closing Date (as hereinafter defined), a determination by the Company and the Bank to terminate or abandon the Plan, or the termination of this Agreement by the Selling Agent or the Company and the Bank in accordance with the preceding paragraph or otherwise. The Bank and the Company agree to reimburse the Selling Agent from time to time for the reasonable costs and expenses specified in Section 6 hereof, promptly upon receiving a reasonable accounting of such costs and expenses.