Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2) to participate in the Offering in the areas of market making and in syndicate formation (if necessary). On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated December 23, 2015, by and between the Mid-Tier Holding Company, the MHC and the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Primary Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the obligations of the Agent pursuant to this Agreement shall terminate upon consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent in same day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and the Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 1,207,986 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall be established consistent with the Plan and the Conversion Regulations, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, exce...
