Conversion Agent Services. The Agent shall also receive a fee of up to a maximum of $100,000 for certain conversion agent services set forth in the letter agreement, dated May 26, 2009, between the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $25,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Company and the Bank will reimburse the Agent up to a maximum of $10,000 for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services.
Conversion Agent Services. As Conversion Agent, and as the Company may reasonably request, KBW will provide the following services:
Conversion Agent Services. The Agent shall also receive a fee of $50,000 for certain conversion agent services set forth in the letter agreement, dated October 7, 2013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $25,000 without the consent of the Blue Hills Parties. However, in the event of unusual circumstances, delays or a re-solicitation in connection with the offering, the total fees paid to the Agent may be increased by an additional amount not to exceed $10,000.
Conversion Agent Services. The Agent shall also receive a fee of $27,000 for certain conversion agent services set forth in the letter agreement, dated April 16, 2015, among the Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which was paid upon the signing of the Letter Agreements and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $30,000. However, in the event of unusual circumstances, delays or a re-solicitation in connection with the offering, the expense cap may be increased by an additional amount not to exceed $10,000. In addition, the Holding Company will bear all costs related to the operation of the Stock Information Center including hiring temporary personnel, if necessary. In the event the Agent incurs such expenses on behalf of the Holding Company, the Holding Company shall reimburse the Agent for such reasonable fees and expenses regardless of whether the Offering is successfully completed.
Conversion Agent Services. The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated January 12, 2012, between the Madison Parties and the Agent (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Holding Company and the Bank will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services up to a maximum of $25,000, regardless of whether the Offering is consummated. The Agent and the Holding Company acknowledge that such expense cap may be increased by mutual consent in an amount not to exceed $10,000 for additional out of pocket expenses in the event of a re-solicitation of the Offering.
Conversion Agent Services. The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2013, between the Bank and the Agent (the “Conversion Agent Letter Agreement”) (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable upon the completion of the offering. Any material changes in regulations or the Plan or delays requiring duplicate or replacement processing due to changes to record dates, may result in additional fees not to exceed $5,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $25,000. However, in the event of a re-solicitation in connection with the offering, the total expenses paid to the Agent may be increased by an additional amount not to exceed $10,000.
Conversion Agent Services. The Agent shall also receive a fee of $15,000 for certain conversion agent services set forth in the letter agreement, dated December 12, 2011, between the Bank and the Agent (the “Conversion Agent Letter Agreement”), $5,000 of which has already been paid to the Agent and is nonrefundable, $5,000 of which shall be payable to the Agent upon mailing of the subscription and Special Meeting materials, and the balance of which shall be payable upon the completion of the Offering. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $10,000. However, in the event of a re-solicitation in connection with the Offering, the total expenses paid to the Agent may be increased to an amount not to exceed $15,000.
Conversion Agent Services. The Agent shall also receive a fee of $15,000 for certain conversion agent services set forth in the letter agreement, dated September 13, 2013, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services not to exceed $15,000. However, in the event of unusual circumstances, delays or a re-solicitation in connection with the offering, the total fees paid to the Agent may be increased by an amount not to exceed $5,000.
Conversion Agent Services. The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated February 1, 2012, among the MHC, the Mid-Tier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $10,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent as follows:
Conversion Agent Services. The Agent will not receive a fee for the conversion agent services set forth in the letter agreement, dated March 23, 2011, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B). The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its records agent services not to exceed $5,000.
