Common use of Fee Structure and Payment Schedule Clause in Contracts

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates to $500 per hour for Managing Directors.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • $125,000 90,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, to be filed upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this engagement, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Company to exceed this such level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $37,500 for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • ● $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • ● $125,000 32,500 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an ● $5,000 for each valuation update to that may be required, provided that the fair value adjustments transaction is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringreasons described below. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses to $3,000 in conjunction with this engagement, and exclusive of travel related expenses, which will not exceed $10,000 in be billed separately. The reimbursable expenses will be subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction stock offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 40,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 7,500 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event travel is not practical or unsafe due to the COVID-19 pandemic or other reasons, RP Financial and the Company agree to make other arrangements, such as telephonic or videoconference meetings. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • ● $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • ● $125,000 35,000 upon delivery of the completed original appraisal report; • and ● $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 5,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • $125,000 90,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, to be filed upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this levelaggregate unless otherwise mutually agreed upon. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 45,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of · $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following scheduleupdate reports: • $25,000 15,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 110,000 upon RP Financial’s delivery of the original appraisal report to accompany the filing of the regulatory application; • $20,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included first update, reflecting the appraisal and pro forma merger tables andupdated financial statements incorporated into the prospectus, if an update to as authorized by the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applicationsCompany; and • $25,000 15,000 upon delivery of each subsequent appraisal update report required in conjunction with update, as authorized by the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringCompany. The Company will also agrees to reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-of- pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel feescomputer, computer and data services, and will not exceed $10,000 in the aggregate, aggregate without the Company’s authorization to exceed this level. If RP Financial is required to travel to the Company’s offices for meetings, the DocuSign Envelope ID: FAFB2E4D-F95F-48EE-83E1-F5EBFB0AF189 Company will also reimburse RP Financial’s direct costs for such travel, and such costs will not be subject to the reimbursable expense cap noted above. It is understood that if it is unsafe to travel or there if there are prohibitions from traveling to the Company’s offices for meetings during the current pandemic, RP Financial will conduct meetings with Company by telephone or videoconference. In the event the Company shall, for any reason, discontinue the proposed transaction second step conversion prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer engagement fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 per hour for Managing Directorsmanaging directors. If unforeseen events occur that materially change the nature or content of the appraisal services described herein, the terms of this engagement shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events may include, but not be limited to: material changes to the structure of the conversion, conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals; material changes in management or procedures, operating policies or philosophies; and/or excessive delays or suspension of regulatory processing of the application such that completion of the conversion requires the preparation of a new appraisal.

Fee Structure and Payment Schedule. The Company Association agrees to pay RP Financial the following fees a fixed fee of $37,500 for preparation and delivery of the original appraisal report, report and $7,500 for each subsequent appraisal updates and related support servicesupdate, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 27,500 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of · $7,500 per updated analysis; • $25,000 upon delivery of for each valuation update that may be required, provided that the merger pro forma tables transaction is not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreasons described below. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company Association will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 2,500 in the aggregate, without the CompanyAssociation’s authorization to exceed this level. In the event the Company Association shall, for any reason, discontinue the proposed transaction conversion prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Association agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Association and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 15,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 100,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $100,000 for preparation and delivery of the original appraisal report, subsequent a fee upon delivery of each appraisal updates and related support servicesupdate as described below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • $125,000 90,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent updated appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that (there will be at least one updated appraisal update report required by regulations upon completion prepared concurrent with the end of the stock offering). The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this engagement to $10,000, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction Stock Offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees for preparation and delivery of the original initial appraisal report, the appraisal report filed with the formal application and subsequent appraisal updates and related support servicesas shown below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for initial appraisal report based on September 30, 2021 financial statements to accompany the prospectus and regulatory applicationspreliminary application filing; • $70,000 upon delivery of the appraisal report based on December 31, 2021 financial statements to accompany the formal filing of the application; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with for the regulatory application and stock offering. It Under the conversion regulations a closing appraisal update is understood that required in conjunction with the completion of the offering. In addition, there may be appraisal updates required prior to commencement of the offering if interim changes in market conditions or financial results dictate. Also, if there is a syndicated offering phase, it will be at least one appraisal necessary to prepare an update report required by regulations immediately upon completion of the stock subscription/ community offering and prior to the commencement of the syndicated phase of the offering. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the CompanyBank’s authorization to exceed this level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 125 per hour for Associates research associates to $500 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • ● $25,000 10,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • ● $125,000 90,000 upon delivery of the completed original appraisal report; • and ● $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, to be filed upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this engagement, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Company to exceed this such level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and as shown below, as well as reimburse RP Financial for related support services, plus reimbursable out-of-pocket expenses. Payment of these fees shall be made according to the following schedule: • ● $25,000 50,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • ● $125,000 300,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • ● $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, which will be filed upon completion of the reorganization and stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without prior approval by the Company’s authorization Company to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company St Jxxxx Federal agrees to pay RP MxXxxxxxx Financial for its services and to reimburse MxXxxxxxx Financial for certain expenses necessary and incident to the following service. Professional fees for our services are as follows: · The Association agrees to compensate MxXxxxxxx Financial according to MxXxxxxxx Financial’s discounted billing rates for consulting services based on accumulated and verifiable time expenses. MxXxxxxxx Financial’s standard billing rates range from $75 per hour for research associates to $315 per hour for managing directors as noted in Schedule A; · Upon the closing of a merger, MxXxxxxxx Financial will receive an additional fee of $30,000; · The Association agrees to pay MxXxxxxxx Financial a fixed fee for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these appraisal fees shall be made according to the following schedule: • Ø $25,000 5,000 upon execution of this the letter of agreement engaging RP MxXxxxxxx Financial’s appraisal services; • $125,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • Ø $25,000 upon delivery of the merger pro forma tables completed appraisal report Ø $5,000 for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will may be at least one appraisal update report required by regulations upon completion of the stock offeringregulatory authorities. The Company Association will reimburse RP MxXxxxxxx Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesincurred. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and . MxXxxxxxx Financial will not exceed agree to limit reimbursable expenses to $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses5,000, subject to written authorization from the cap on Association to exceed such expenses level. If during the course of the proposed transaction, unforeseen events occur so as set forth aboveto materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Association and MxXxxxxxx Financial. RP Financial’s standard billing rates range from $75 per hour for Associates Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to $500 per hour for Managing Directorsappraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by MxXxxxxxx Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 37,500 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of · $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 5,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It Under the conversion regulations a closing appraisal update is understood that required in conjunction with the completion of the offering. In addition, there may appraisal updates required prior to commencement of the offering if interim changes in market conditions or financial results dictate. Also, if there is a syndicated offering phase, it will be at least one appraisal necessary to prepare an update report required by regulations immediately upon completion of the stock subscription/ community offering and prior to the commencement of the syndicated phase of the offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 7,500 in the aggregate, without the Company’s authorization to exceed this level. This level of expenses contemplates one trip to Seattle for due diligence. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 150,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 17,500 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees a fixed fee of $80,000 for preparation and delivery of the original appraisal report, subsequent plus reimbursable expenses, and $7,500 for preparation and delivery of each required updated appraisal updates and related support servicesreport, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 15,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • $125,000 65,000 upon delivery of the completed original appraisal report; and • $15,000 7,500 upon completion of estimated fair value adjustments to be included the each required appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringupdate. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this appraisal engagement, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Company to exceed this such level. Xxxxx Xxxxx January 3, 2014 In the event the Company shall, for any reason, discontinue the proposed mutual-to-stock conversion transaction prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and as shown below, as well as reimburse RP Financial for related support services, plus reimbursable out-of-pocket expenses. Payment of these fees shall be made according to the following schedule: • $25,000 15,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 75,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, which will be filed upon completion of the reorganization and stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without prior approval by the Company’s authorization Company to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company Association agrees to pay RP XxXxxxxxx Financial the following fees a fixed fee of $40,000 for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 5,000 upon execution of this the letter of agreement engaging RP XxXxxxxxx Financial’s appraisal services; • $125,000 35,000 upon delivery of the completed original appraisal report; • . Additionally, the Association will pay $15,000 upon completion of estimated fair value adjustments to 5,000 for each valuation update that may be included required, provided that the appraisal and pro forma merger tables and, if an update to the fair value adjustments transaction is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringreasons described below. The Company Association will reimburse RP XxXxxxxxx Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services. XxXxxxxxx Financial will agree to limit reimbursable expenses to $5,000, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Association to exceed this such level. In the event the Company Association shall, for any reason, discontinue the proposed transaction reorganization and offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Association agrees to compensate RP XxXxxxxxx Financial according to RP XxXxxxxxx Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP XxXxxxxxx Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Association and XxXxxxxxx Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by XxXxxxxxx Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 100,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent appraisal updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the CompanyBank’s authorization to exceed this level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent appraisal updates and payment of the corresponding fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer engagement fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging Trustees. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 30,000 upon delivery of the completed original appraisal report; • and · $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 5,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It Under the conversion regulations a closing appraisal update is understood that required in conjunction with the completion of the offering. In addition, there may appraisal updates required prior to commencement of the offering if interim changes in market conditions or financial results dictate. Also, if there is a syndicated offering and/or a firm commitment underwritten offering phase, it will be at least one appraisal necessary to prepare an update report required by regulations immediately upon completion of the stock subscription/ community offering and prior to the commencement of the syndicated and/or firm commitment underwriting phase of the offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 6,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $42,500 for preparation and delivery of the original appraisal report, report and $7,500 for each subsequent appraisal updates and related support servicesupdate, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 7,500 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 35,000 upon delivery of the completed original appraisal report; and, • $15,000 upon completion of estimated fair value adjustments to 7,500 for each valuation update that may be included required, provided that the appraisal and pro forma merger tables and, if an update to the fair value adjustments transaction is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreasons described below. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the minority stock offering. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include traveldata, printingcomputer, communications, shipping, copying/printing and reasonable counsel fees, computer and data services, fees and will not exceed $10,000 2,500 in the aggregate, without the CompanyBank’s authorization to exceed this level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction MHC reorganization prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 125 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $35,000 for preparation and delivery of the original appraisal report, subsequent a fee upon delivery of each appraisal updates and related support servicesupdate as described below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 5,000 upon execution of this the letter of agreement engaging RP Financial’s appraisal services; • $125,000 25,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 5,000 upon delivery of the merger pro forma tables for required closing update to the prospectus and regulatory applicationsappraisal; and • If required by the Bank, $25,000 5,000 upon delivery of each subsequent interim updated appraisal update report required in conjunction with prior to the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringclosing update. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this engagement to $2,500, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction Stock Offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $37,500 for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offering. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses to $3,000 in conjunction with this engagement, and exclusive of travel related expenses, which will not exceed $10,000 in be billed separately. The reimbursable expenses will be subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction stock offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 20,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 180,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 20,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It Under the conversion regulations a closing appraisal update is understood that required in conjunction with the completion of the offering. In addition, there may appraisal updates required prior to commencement of the offering if interim changes in market conditions or financial results dictate. Also, if there is a syndicated offering and/or a firm commitment underwritten offering phase, it will be at least one appraisal necessary to prepare an update report required by regulations immediately upon completion of the stock subscription/ community offering and prior to the commencement of the syndicated and/or firm commitment underwriting phase of the offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay compensate RP Financial the following fees for preparation and delivery of the original appraisal report, subsequent appraisal updates business plan on a fixed fee basis of $45,000. The payment schedule includes a $10,000 retainer fee and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 balance due upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included plan. In the appraisal and pro forma merger tables and, if event that an update to the fair value adjustments plan is required prior by the regulatory authorities as a condition to going effectivegaining regulatory approval of the business plan, such update the Bank will be prepared at an additional price of pay RP Financial a $7,500 fee per updated analysis; • $25,000 update to the plan. Payment of the business plan update fee shall be made upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringcompleted business plan update. The Company will Bank also agrees to reimburse RP Financial for reasonable those direct out-of-pocket expenses incurred in preparation of necessary and incidental to providing the original appraisal business planning services. Reimbursable expenses will likely include printing, binding, telephone, facsimile, computer/data base, data and subsequent updatesshipping/messenger services. Such In the event out-of-pocket expenses town travel is required in conjunction with RP Financial’s engagement, the Bank will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services, authorize such travel and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this levelseparately reimburse RP Financial for such travel expenses. In the event the Company Bank shall, for any reason, discontinue the proposed transaction this planning engagement prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding feesbusiness plan, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fixed fee caps noted described above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such plus reimbursable expenses as set forth aboveincurred. RP Financial’s standard hourly billing rates range from $75 per hour 450 for Associates managing directors to $500 per hour 125 for Managing Directorsresearch associates. If during the course of the planning engagement, unforeseen events occur so as to materially change the nature or the work content of the business planning services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events may include changes in regulatory requirements as it specifically relates to the Bank or potential transactions that will dramatically impact the Bank, such as a pending acquisition (other than the pending acquisition of Victory) or branch transaction.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees a fixed fee of $40,000 for preparation and delivery of the original appraisal report, report and $7,500 for each subsequent appraisal updates and related support servicesupdate, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 30,000 upon delivery of the completed original appraisal report; and, • $15,000 upon completion of estimated fair value adjustments to 7,500 for each valuation update that may be included required, provided that the appraisal and pro forma merger tables and, if an update to the fair value adjustments transaction is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreasons described below. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 4,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction conversion prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 45,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 5,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 400 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 100,000 upon delivery of the completed original appraisal report; • and · $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 10,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood anticipated that there will be at least one appraisal update report required by regulations upon report, specifically the update to be prepared in conjunction with the completion of the stock offering. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 7,500 in the aggregate, without the CompanyBank’s authorization to exceed this level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates to $500 450 per hour for Managing Directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company Bank agrees to pay compensate RP Financial for the following fees financial advisory and business planning services on an hourly basis based on RP Financial’s standard hourly rates, which are as follows: $350 for preparation managing directors, $275 per hour for senior vice presidents and delivery $75 per hour for research associates. Based on the anticipated scope of the original appraisal reportengagement, subsequent appraisal updates inclusive of the business plan to be filed with the appropriate regulatory agencies, the fee range is estimated to be $30,000 to $35,000, and related support serviceswill largely be conducted by at the managing director and senior vice president level. In the event that billable hours are expected to exceed $35,000, RP Financial will receive prior authorization from the Bank before exceeding this level. Separately, if the Bank requests that RP Financial provide a fairness opinion to the Board of Directors, the Bank agrees to compensate RP Financial for such services on a fixed fee basis of $25,000, plus reimbursable reimbursement for out-of-pocket expenses. Payment of these the professional fees and expenses shall be made according to the following scheduleas follows: • $25,000 5,000 upon execution of this letter engagement letter; payment of agreement engaging RP Financial’s appraisal servicesinterim invoices prepared monthly; • $125,000 and the remainder upon delivery of the completed original appraisal report; • business plan which is filed with the OTS. The $15,000 upon completion of estimated fair value adjustments to be included the appraisal 25,000 fairness opinion fee and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update related reimbursable expenses will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery payable following the issuance of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringopinion letter. The Company will Bank also agrees to reimburse RP Financial for reasonable those direct out-of-pocket expenses incurred in preparation of necessary and incidental to providing the original appraisal and subsequent updatesbusiness planning services. Such out-of-pocket Reimbursable expenses will likely include travel, printing, communications, shipping, reasonable counsel feescopying/printing, computer and data services, and shall be paid to RP Financial as incurred and billed. RP Financial will not exceed agree to limit reimbursable expenses to $10,000 in 7,500, subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company shallbusiness plan is required by the Bank to be substantially amended, for any reason, discontinue to reflect changes in the proposed transaction prior to delivery structure of the completed original appraisal report financing or subsequent updates and payment merger transactions or the nature of the corresponding feesprincipal lending or deposit strategies, a delay in the implementation of the overall plan or other similar matters, the Company agrees to Bank will compensate RP Financial according to RP Financial’s standard billing rates $5,000 for consulting services based on accumulated and verifiable time each required update plus reimbursable expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates to $500 per hour for Managing Directors.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and as shown below, as well as reimburse RP Financial for related support services, plus reimbursable out-of-pocket expenses. Payment of these fees shall be made according to the following schedule: • $25,000 50,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 350,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offeringreport. It is understood that there There will be at least one appraisal update report required by regulations report, which will be filed upon completion of the reorganization and stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation within 30 days after receipt of a detailed billing statement or invoice therefore. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without prior approval by the Company’s authorization Company to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates set forth above and payment of the corresponding progress payment fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-out of pocket expenses, expenses subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $22,500 for preparation and delivery of the original appraisal report, subsequent plus reimbursable expenses, and $2,500 for preparation and delivery of each required updated appraisal updates and related support servicesreport, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 5,000 upon execution of this the letter of agreement engaging RP Financial’s 's appraisal services; • $125,000 17,500 upon delivery of the completed original appraisal report; • and $15,000 2,500 upon completion of estimated fair value adjustments to each valuation update that may be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringrequired. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses in connection with this appraisal engagement to $5,000, and will not exceed $10,000 in subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction Minority Stock Issuance prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s 's standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s 's standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. NEXT PAGE Xx. Xxxxx X. Hatfield May 24, 2006 Page 3 If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal or financial projections.

Fee Structure and Payment Schedule. The Company Bank agrees to pay RP Financial the following fees a fixed fee of $42,500 for preparation and delivery of the original appraisal report, subsequent appraisal updates and related support services, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • $125,000 37,500 upon delivery of the completed original appraisal report; and, • $15,000 upon completion of estimated fair value adjustments to 5,000 for each valuation update that may be included required, provided that the appraisal and pro forma merger tables and, if an update to the fair value adjustments transaction is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables not delayed for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringreasons described below. The Company Bank will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updatesvaluation. Such out-of-pocket expenses will likely include travel, printing, communications, shipping, reasonable counsel fees, computer and data services. RP Financial will agree to limit reimbursable expenses to $3,500 in conjunction with this engagement, and exclusive of travel related expenses, which will not exceed $10,000 in be billed separately. The reimbursable expenses will be subject to written authorization from the aggregate, without the Company’s authorization Bank to exceed this such level. In the event the Company Bank shall, for any reason, discontinue the proposed transaction stock offering prior to delivery of the completed original appraisal report or subsequent updates documents set forth above and payment of the corresponding respective progress payment fees, the Company Bank agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying giving full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth abovefee. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 350 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Bank and RP Financial. Such unforeseen events shall include, but not be limited to, major changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to appraisals, major changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of applications by the regulators such that completion of the transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, report and subsequent appraisal updates and related support servicesas shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 5,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 50,000 upon delivery of the completed original appraisal report; • $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of · $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offering. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.

Fee Structure and Payment Schedule. The Company agrees to pay RP Financial the following fees for preparation and delivery of the original appraisal report, subsequent report and the closing appraisal updates and related support servicesupdate as shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule: • · $25,000 10,000 upon execution of this letter of agreement engaging RP Financial’s appraisal services; • · $125,000 80,000 upon delivery of the completed original appraisal report; • and, · $15,000 upon completion of estimated fair value adjustments to be included the appraisal and pro forma merger tables and, if an update to the fair value adjustments is required prior to going effective, such update will be prepared at an additional price of $7,500 per updated analysis; • $25,000 upon delivery of the merger pro forma tables for the prospectus and regulatory applications; and • $25,000 upon delivery of each subsequent appraisal update report required in conjunction with the regulatory application and stock offering. It is understood that there will be at least one appraisal update report required by regulations upon completion of the stock offeringsecond step conversion. The Company will reimburse RP Financial for reasonable out-of-pocket expenses incurred in preparation of the original appraisal and subsequent updates. Such out-of-pocket expenses will likely include travel, printing, communicationstelephone, facsimile, shipping, reasonable counsel fees, computer and data services, and will not exceed $10,000 in the aggregate, without the Company’s authorization to exceed this level. In addition, if RP Financial is required to prepare and deliver more than one appraisal update, the Company will compensate RP Financial with a fixed fee of $15,000 per update for each additional update required. In the event the Company shall, for any reason, discontinue the proposed transaction prior to delivery of the completed original appraisal report or subsequent updates and payment of the corresponding fees, the Company agrees to compensate RP Financial according to RP Financial’s standard billing rates for consulting services based on accumulated and verifiable time expenses, not to exceed the respective fee caps noted above, after applying full credit to the initial retainer fee towards such payment, together with reasonable out-of-pocket expenses, subject to the cap on such expenses as set forth above. RP Financial’s standard billing rates range from $75 per hour for Associates research associates to $500 450 per hour for Managing Directorsmanaging directors. If during the course of the proposed transaction, unforeseen events occur so as to materially change the nature or the work content of the services described in this contract, the terms of said contract shall be subject to renegotiation by the Company and RP Financial. Such unforeseen events shall include, but not be limited to, material changes to the structure of the transaction such as inclusion of a simultaneous business combination transaction, material changes in the conversion regulations, appraisal guidelines or processing procedures as they relate to conversion appraisals, material changes in management or procedures, operating policies or philosophies, and excessive delays or suspension of processing of conversion applications by the regulators such that completion of the conversion transaction requires the preparation by RP Financial of a new appraisal.