Common use of Retention of Agent; Compensation Clause in Contracts

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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Cullman Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Cullman Parties with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Cullman Parties as to the matters set forth in the letter agreement, dated December 2330, 20152020, by and between the Bank, 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 “Engagement Letter”). The Primary It is acknowledged by the Cullman Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Closing Date (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 soldas hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in same next 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 Holding Company is unable to sell a minimum of 1,207,986 Offer 2,770,891 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties Holding Company and the Bank with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 232, 20152016, 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 “Engagement Letter”). The Primary Parties acknowledge It is acknowledged by the Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Xxxxx Parties and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer 5,339,969 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23November 6, 20152014, by and between the Mid-Tier Holding Company, the MHC and the Bank Company 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 next 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 2,422,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 35,000 payable as follows: $25,00017,500, which was paid upon the signing of the Letter Agreement and $25,00017,500, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.00% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and a success fee of 1.25% shall be paid based on the aggregate purchase price of the Offer Shares sold in the Community Offering, in each case excluding Offer Shares purchased by the Primary Parties’ officers, directors, or employees (or members of their immediate family), any individual retirement account for the benefit of such person, the Bank’s employee stock ownership plan (the “ESOP”), tax-qualified or stock-based compensation plans or similar plan created by the Primary Parties for some or all of its directors or employees; provided, however, that in no event shall the success fee payable to the Agent in connection with the Subscription Offering and Community Offering be less than $250,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph)100,000. These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000155,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering or Public Offering expenses associated with the OfferingOfferings; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23November 6, 20152014, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Primary Parties Holding Company and the Bank with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 23October 12, 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 “Engagement Letter”). The Primary Parties acknowledge It is acknowledged by the Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Home Federal Parties and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer 552,500 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23June 12, 2015, by and between the Mid-Tier Holding Company, the MHC and the Bank Company 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 next 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 2,921,875 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 35,000 payable as follows: $25,00017,500, which was paid upon the signing of the Letter Agreement and $25,00017,500, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned in full when due. Should the Offering be terminated for any reason, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.00% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering, excluding Offer Shares purchased by the Primary Parties’ officers, directors, or employees (or members of their immediate family), any individual retirement account for the benefit of such person, the Bank’s employee stock ownership plan (the “ESOP”), tax-qualified or stock-based compensation plans or similar plan created by the Primary Parties for some or all of its directors or employees, or any charitable foundation established by the Bank and the Holding Company; provided, however, that in no event shall the success fee payable to the Agent in connection with the Subscription Offering and Community Offering exceed $300,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.05.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 25,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000125,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering or Public Offering expenses associated with the OfferingOfferings; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23June 12, 2015, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Chesapeake Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Chesapeake Parties with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Chesapeake Parties as to the matters set forth in the letter agreement, dated December 23November 8, 20152017, by and between the Mid-Tier Holding CompanyBank, the MHC and the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Primary It is acknowledged by the Chesapeake Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering Closing Date (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 soldas hereinafter defined). All fees or expenses due to the Agent but unpaid will be payable to the Agent in same next 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 Holding Company is unable to sell a minimum of 1,207,986 Offer 2,720,000 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Georgetown Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Georgetown Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Georgetown Parties as to the matters set forth in the letter agreement, dated December 2312, 20152011, by and between between, the Mid-Tier Holding Company, the MHC and the Bank Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Primary Georgetown Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that which 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary Georgetown Parties and the Agent agree in writing to extend such period and the Federal Reserve Board FRB 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 next 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 Holding Company is unable to sell a minimum of 1,207,986 Offer [Min] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall may be established consistent with the Plan and the Conversion Regulationsextended, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 25,000 payable as follows: in four consecutive monthly installments of $25,000, which was paid upon 6,250 commencing with the signing first month following the execution of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.Letter

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties Company with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Company as to the matters set forth in the letter agreement, dated December 23August 5, 20152013, by and between the Mid-Tier Holding Company, the MHC and the Bank Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Primary Parties acknowledge Company acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or ordersorders or this Agreement. Except as specifically provided for in Section 11 hereof, the obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 Company is unable to sell a minimum of 1,207,986 Offer 800,000 Shares within by the period herein provided (including any permitted extension thereof)date when such sales must be completed, or such other minimum number of Offer Shares as shall be established consistent in accordance with the Plan and the Conversion RegulationsProspectus, this Agreement shall terminate and the Holding Company shall promptly refund to any persons who have subscribed for or ordered any of the Shares the full amount that which it may have received from them plus accrued interestsuch subscriber, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management In the case of any and all Shares sold in the Shareholder Offering, a placement agent fee of $50,000 payable as follows: $25,000, which was paid upon the signing equal to 3.5% of the Letter Agreement and $25,000, which was paid upon the filing aggregate purchase price of the initial Registration Statement.Shares sold in the Shareholder Offering; (b) A success fee In the case of $250,000 shall be paid upon completion of the Offerings for Offer any and all Shares sold in the Subscription Offering and Community Offering, a placement agent fee equal to 3.5% of the aggregate purchase price of the Shares sold in the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will may seek to form a syndicate of registered broker-dealers to assist in the sale of Offer the Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the PlanCompany. The Agent will be paid a fee not to exceed 6.0of 5.5% of the aggregate purchase price of the shares of common stock Shares sold in the Syndicated Community Offering. From this fee, the Agent will may pass onto on to selected broker-dealers, if any, who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock securities sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by mutual agreement of the Agent upon consultation with Company and the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c)Agent. (d) The Company shall reimburse the Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional reasonable out-of-pocket expenses related to the Offering, regardless of whether the Agent Offering is consummated, including, without limitation, legal, marketing, syndication and an additional $15,000 travel expenses in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000accordance with Section 7. The provisions of this paragraph or Section 7 are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary HSB Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary HSB Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 HSB Parties as to the matters set forth in each of the letter agreementagreements, dated December 23May 16, 20152013, by and between the Mid-Tier Holding Company, the MHC and the Bank and the Agent (the “Letter AgreementAgreements”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). The Primary HSB Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that which 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary HSB Parties and the Agent agree in writing to extend such period and the Federal Reserve Board agrees FDIC and the DFI agree 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 Offering is extended beyond the End Date, the HSB Parties and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer [803,250] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall may be established consistent with the Plan and the Conversion Regulationsextended, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 40,000 payable as follows: in four consecutive monthly installments of $25,000, which was paid upon 10,000 commencing in June 2013. Such fees shall be deemed to have been earned when due. Should the signing Offering be terminated for any reason not attributable to the action or inaction of the Letter Agreement Agent, the Agent shall have earned and $25,000, be entitled to be paid fees accruing through the stage at which was paid upon point the filing of the initial Registration Statementtermination occurred. (b) A success fee of $250,000 225,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph sub-paragraph (a) above will be credited against the success fee paid pursuant to this subparagraph sub-paragraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent Holding Company and each selected dealerthe Agent. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid paid, in addition to the success fee described in sub-paragraph (b) above, a fee not to exceed 6.07.0% of the aggregate purchase price of the shares of common stock Shares sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/-dealer other than the Agent shall be transmitted by the Agent to such broker/-dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with mutual agreement of the Holding Company. The success fee described in paragraph (b) above will be credited against Company and the fee to be paid pursuant to this subparagraph (c)Agent. (d) The Holding Company shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), expenses related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers, which will not exceed $5,000. The Agent Holding Company will also be reimbursed reimburse the Agent for fees and expenses of its legal counsel not to exceed $75,000 (subject to the provisions of this paragraph)75,000. These expense caps expenses assume no unusual circumstances or delays, and no re-solicitation or a resolicitation in connection with the Offering. The Holding Company acknowledges and agrees thatShould unusual circumstances, in the event unusual circumstances arise or a delay or resolicitation occursoccur (including, including but not limited to to, the event of a delay in the Offering that which would require an update of the financial information in tabular form to reflect a more than one period later than that set forth in the original filing of the offering documents), the Agent and the HSB Parties acknowledge that such expense caps cap may be increased by mutual consent of the Agent and the Bank by additional amounts, in amounts not to exceed an additional $10,000 in the case of 5,000 for additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of 10,000 for additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all the expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky,Blue Sky” and FINRA Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; , and fees for “blue sky” Blue Sky legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23May 16, 20152013, among the MHC, the Mid-Tier Holding Company, between the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent as follows: (1) $5,000 payable upon execution of such agreement; and (2) the balance upon completion of the Offering. In However, in the event of any material changes unusual circumstances, delays or a re-solicitation in applicable regulations or connection with the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record datesOffering, the Holding Company will pay total fees paid to the Agent may be increased by an additional fee of amount not to exceed $10,0005,000. The Holding Company HSB Parties will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not to exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed10,000. However, in which case such the event of unusual circumstances, delays or a re-solicitation in connection with the Offering, the total expense limitation may be increased by an additional expenses shall amount not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Sunshine Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Sunshine Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Sunshine Parties as to the matters set forth in the letter agreement, dated December 2331, 20152013, 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 Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary Sunshine Parties and the Agent agree in writing to extend such period and the Federal Reserve Board OCC 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 next 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 2,720,000 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 30,000 payable as follows: $25,00015,000, which was paid upon the signing of the Letter Agreement and $25,00015,000, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.00% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering, excluding Offer Shares purchased by the Sunshine Parties’ officers, directors, or employees (or members of their immediate family), any individual retirement account owned by such person, any ESOP, tax-qualified or stock based compensation plans or similar plan created by the Sunshine Parties for some or all of its directors or employees. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee equal to (1.00%) of the aggregate dollar amount of Common Stock sold in the Syndicated Community Offering, which fee, along with the fee payable to selected dealers (which will include the Agent) will not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this feeAlternatively, for stock sold by underwriters, including the Agent Agent, pursuant to a publicly underwritten offering, any fees will pass onto selected broker-dealersbe paid separately by the Holding Company, who assist and the underwriting discount will not exceed six percent (6.0%) of the aggregate dollar amount of Common Stock so sold in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environmentunderwritten offering. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering or any publicly underwritten offering based upon market conditions. The decision to utilize selected broker-dealers will be made by Additionally, in both the Syndicated Community Offering and publicly underwritten offerings, the Agent upon consultation with will require sufficient indications of interest of at least up to the Holding Company. The success fee described minimum of the offering range in paragraph (b) above will be credited against order to satisfy the fee to be paid pursuant to this subparagraph (c)closing requirements. (d) The Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 10,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph)75,000. These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA Financial Industry Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering or Publicly Underwritten Offering expenses associated with the OfferingOfferings; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23September 6, 20152017, by and between the Mid-Tier Holding CompanyBank, 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 next 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 1,645,286 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 50,000, payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion 1.25% of the Offerings for Offer Shares shares sold in the Subscription Offering subscription and the Community Offeringcommunity offering, with a minimum $275,000 and a maximum of $350,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealersdealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, the Agent reasonable determines that it is required or requested to provide significant services, the Agent will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000 (e) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s 's legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky"Blue Sky,” " and FINRA filing and registration fees; the fees of the Holding Company’s 's accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” "Blue Sky" legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s 's prior written consent. (ef) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23September 6, 20152017, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not to exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,00010,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties Holding Company and the Bank with respect to the Holding Company's sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Bank and the Holding Company as to the matters set forth in the letter agreement, dated December February 23, 20152017, 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 "Engagement Letter"). The Primary Parties acknowledge It is acknowledged by the Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Seneca Parties and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer 586,500 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23September 6, 20152017, by and between the Mid-Tier Holding CompanyBank, 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 next 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 1,645,286 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 50,000, payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion 1.25% of the Offerings for Offer Shares shares sold in the Subscription Offering subscription and the Community Offeringcommunity offering, with a minimum $275,000 and a maximum of $350,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealersdealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, the Agent reasonable determines that it is required or requested to provide significant services, the Agent will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000 (e) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s 's legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky"Blue Sky,” " and FINRA filing and registration fees; the fees of the Holding Company’s 's accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” "Blue Sky" legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s 's prior written consent. (ef) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23September 6, 20152017, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its documented reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not to exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,00010,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary HSB Parties hereby appoint the Agent Agents as their exclusive financial advisor advisors and marketing KBW as its conversion agent (1i) to utilize its their best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary HSB Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) to participate in the Offering in the areas of market making making, and (iii) with respect to KBW only, 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, each of the Agent Agents accepts such appointment and agrees to consult with and advise the Primary HSB Parties as to the matters set forth in each of the letter agreementagreements, dated May 16, 2013, between the Bank and KBW and, dated December 2319, 20152013, by and between the Mid-Tier Holding Companybank and SA (collectively, the MHC and the Bank and the Agent (the “Letter AgreementAgreements”) (a copy of each of which is attached hereto as Exhibit A, Exhibit B and Exhibit C). The Primary HSB Parties acknowledge that neither of the Agent Agents shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the obligations of the Agent Agents pursuant to this Agreement shall terminate upon consummation termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary HSB Parties and the Agent Agents agree in writing to extend such period and the Federal Reserve Board agrees FDIC and the DFI agree to extend the period of time in which the Offer Shares may be sold. All fees or expenses due to the Agent Agents but unpaid will be payable to the Agent Agents in same day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the HSB Parties and the Offering are not consummated for any reason, including but not limited Agents may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer [748,000] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall may be established consistent with the Plan and the Conversion Regulationsextended, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgents, the Agent Agents shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent Agents shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 40,000 payable as follows: to KBW in four consecutive monthly installments of $25,00010,000 commencing in June 2013, and a management fee of $5,000 payable to SA in December 2013. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of either Agent, each Agent shall have earned and be entitled to be paid fees accruing through the stage at which was paid upon point the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statementtermination occurred. (b) A success fee of $250,000 185,000 shall be paid to KBW and of $40,000 shall be paid to SA, in each case upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee to each Agent described in subparagraph sub-paragraph (a) above will be credited against the success fee paid payable to each Agent pursuant to this subparagraph sub-paragraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will KBW may seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent Holding Company and each selected dealerKBW. The Agent KBW will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent KBW will be paid paid, in addition to the success fee described in sub-paragraph (b) above, a fee not to exceed 6.07.0% of the aggregate purchase price of the shares of common stock Shares sold in the Syndicated Community Offering. From this fee, the Agent KBW will pass onto selected broker-dealers, dealers who assist in the Syndicated Community OfferingOffering if any, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/-dealer other than the Agent KBW shall be transmitted by the Agent KBW to such broker/-dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with mutual agreement of the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c)Company and KBW only. (d) The Agent will also be reimbursed Holding Company shall reimburse the Agents for its reasonable, documented each of their reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), expenses related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers, which will not exceed $5,000 in the case of KBW and $1,500 in the case of SA. The Agent Holding Company will also be reimbursed reimburse KBW for fees and expenses of its legal counsel not to exceed $75,000 (subject to the provisions of this paragraph)75,000. These expense caps expenses assume no unusual circumstances or delays, and no re-solicitation or a resolicitation in connection with the Offering. The Holding Company acknowledges and agrees thatShould unusual circumstances, in the event unusual circumstances arise or a delay or resolicitation occursoccur (including, including but not limited to to, the event of a delay in the Offering that which would require an update of the financial information in tabular form to reflect a more than one period later than that set forth in the original filing of the offering documents), the Agents and the HSB Parties acknowledge that such expense caps cap may be increased by mutual consent of the Agent and the Bank by additional amounts, in amounts not to exceed an additional $10,000 in the case of 5,000 for additional out-of-pocket expenses of the Agent incurred by KBW and an additional $15,000 in the case of 1,500 for additional out-of-pocket expenses incurred by SA and an additional $10,000 for additional fees and expenses of the AgentKBW’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all the expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky,Blue Sky” and FINRA Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; , and fees for “blue sky” Blue Sky legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent KBW shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23May 16, 20152014, among the MHC, the Mid-Tier Holding Company, between the Bank and the Agent KBW (a copy of which is attached hereto as Exhibit B), payable to KBW as follows: (1) $5,000 payable upon execution of which has already been paid to the Agent such agreement; and is nonrefundable and (2) the balance of which shall be payable to the Agent upon completion of the Offering. In However, in the event of any material changes unusual circumstances, delays or a re-solicitation in applicable regulations or connection with the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record datesOffering, the Holding Company will pay the Agent total fees paid to KBW may be increased by an additional fee of amount not to exceed $10,0005,000. The Holding Company HSB Parties will reimburse the AgentKBW, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not to exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed10,000. However, in which case such the event of unusual circumstances, delays or a re-solicitation in connection with the Offering, the total expense limitation may be increased by an additional expenses shall amount not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties Company with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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)appointment. The Primary Parties acknowledge Company acknowledges that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or ordersorders or this Agreement. Except as specifically provided for in Section 11 hereof, the obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 Company is unable to sell a minimum of 1,207,986 Offer 1,000,000 Shares within by the period herein provided (including any permitted extension thereof)date when such sales must be completed, or such other minimum number of Offer Shares as shall be established consistent in accordance with the Plan and the Conversion RegulationsProspectus, this Agreement shall terminate and the Holding Company shall promptly refund or cause the Escrow Agent to refund to any persons who have subscribed for or ordered any of the Shares the full amount that which it may have received from them plus accrued interestsuch subscriber, as set forth in the Prospectus; , and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 subparagraph (d) below and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management In the case of any and all Shares sold in the Shareholder Offering, a placement agent fee of $50,000 payable as follows: $25,000, which was paid upon the signing equal to 3.5% of the Letter Agreement and $25,000, which was paid upon the filing aggregate purchase price of the initial Registration Statement.Shares sold in the Shareholder Offering; (b) A success fee In the case of $250,000 shall be paid upon completion of the Offerings for Offer any and all Shares sold in the Subscription Offering and Community Offering, a placement agent fee equal to 3.5% of the aggregate purchase price of the Shares sold in the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer The Agent may offer Shares remain available after on a best efforts basis in the Subscription and Community Offerings, at the request of the Holding Company, the Syndicated Offering. The Agent will may seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in Syndicated Offering. If it does so, the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company Company. In the case of any and all Shares sold in the Plan. The Syndicated Offering, the Agent will be paid a fee not to exceed 6.0of 5.5% of the aggregate purchase price of the shares of common stock Shares sold in the Syndicated Community Offering. From this fee, If the Company and the Agent will pass onto selected determine that other broker-dealersdealers are to be utilized, who assist in a portion of the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with 5.5% fee payable by the assistance of a broker/dealer other than the Agent Company under this Section 2(c) shall be transmitted reallowed by the Agent to such broker/dealer. The Agent reserves the right and may, participating dealer as determined in its the sole discretion, determine not to proceed with discretion of the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c)Agent. (d) The Company shall reimburse the Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional reasonable out-of-pocket expenses related to the Offering, regardless of whether the Agent Offering is consummated, including, without limitation, legal, marketing, syndication and an additional $15,000 travel expenses in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000accordance with Section 7. The provisions of this paragraph or Section 7 are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Sunshine Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Sunshine Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Sunshine Parties as to the matters set forth in the letter agreement, dated December 2331, 20152013, 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 Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary Sunshine Parties and the Agent agree in writing to extend such period and the Federal Reserve Board OCC 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 next 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 2,720,000 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 30,000 payable as follows: $25,00015,000, which was paid upon the signing of the Letter Agreement and $25,00015,000, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.00% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering, excluding Offer Shares purchased by the Sunshine Parties’ officers, directors, or employees (or members of their immediate family), any individual retirement account owned by such person, any ESOP, tax-qualified or stock based compensation plans or similar plan created by the Sunshine Parties for some or all of its directors or employees. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee equal to (1.00%) of the aggregate dollar amount of Common Stock sold in the Syndicated Community Offering, which fee, along with the fee payable to selected dealers (which will include the Agent) will not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this feeAlternatively, for stock sold by underwriters, including the Agent Agent, pursuant to a publicly underwritten offering, any fees will pass onto selected broker-dealersbe paid separately by the Holding Company, who assist and the underwriting discount will not exceed six percent (6.0%) of the aggregate dollar amount of Common Stock so sold in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environmentunderwritten offering. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering or any publicly underwritten offering based upon market conditions. The decision to utilize selected broker-dealers will be made by Additionally, in both the Syndicated Community Offering and publicly underwritten offerings, the Agent upon consultation with will require sufficient indications of interest of at least up to the Holding Company. The success fee described minimum of the offering range in paragraph (b) above will be credited against order to satisfy the fee to be paid pursuant to this subparagraph (c)closing requirements. (d) The Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 10,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph)75,000. These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA Financial Industry Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering or Publicly Underwritten Offering expenses associated with the OfferingOfferings; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Westbury Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Westbury Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Westbury Parties as to the matters set forth in the letter agreement, dated December 23August 8, 20152012, by and between among the MHC, the Mid-Tier Holding Company, the MHC Company and the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Primary Westbury Parties acknowledge that the Agent shall not be required to purchase any Shares or be obligated to take any action that which 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Primary Westbury Parties and the Agent agree in writing to extend such period and the Federal Reserve Board FRB 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 next 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 Holding Company is unable to sell a minimum of 1,207,986 Offer [3,272,500] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares as shall may be established consistent with the Plan and the Conversion Regulationsextended, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: in four consecutive monthly installments of $25,000, which was paid upon 12,500 commencing with the signing first month following the execution of the Letter Agreement and $25,000, which was paid upon Agreement. Such fees shall be deemed to have been earned when due. Should the filing Offering be terminated for any reason not attributable to the action or inaction of the initial Registration StatementAgent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.50% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and Offering, excluding Offer Shares purchased by the Westbury Parties’ officers, directors, or employees (or members of their immediate family) any individual retirement account owned by such person, any ESOP, tax-qualified or stock based compensation plans or similar plan created by the Westbury Parties for some or all of its directors or employees or any charitable foundation established by the Westbury Parties (or any shares contributed to such a foundation). In addition, a success fee of 2.00% shall be paid on the aggregate purchase price of Offer Shares sold in the Community OfferingOffering (with the exception of any shares purchased by the individuals listed in the Subscription Offering exclusion above). The management fee described in subparagraph sub-paragraph (a) above will be credited against the success fee paid pursuant to this subparagraph sub-paragraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent Holding Company and each selected dealerthe Agent. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock Offer Shares sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with mutual agreement of the Holding Company. The success fee described in paragraph (b) above will be credited against Company and the fee to be paid pursuant to this subparagraph (c)Agent. (d) The Holding Company shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), expenses related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers, which will not exceed $15,000. The Agent Holding Company will also be reimbursed reimburse the Agent for fees and expenses of its legal counsel not to exceed $75,000 (subject to the provisions of this paragraph)75,000. These expense caps expenses assume no unusual circumstances or delays, and no re-solicitation or a resolicitation in connection with the Offering. The Holding Company acknowledges and agrees thatShould unusual circumstances, in the event unusual circumstances arise or a delay or resolicitation occursoccur, including but not limited to a delay in the Offering Agent and the Westbury Parties acknowledge that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps cap may be increased by mutual consent of the Agent and the Bank by additional amounts, in amounts not to exceed an additional $10,000 in the case of 5,000 for additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of 25,000 for additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all the expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky,Blue Sky” and FINRA Financial Institution Regulatory Authority (“FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offeringoffering; the fees set forth under this Section 2; , and fees for “blue sky” Blue Sky legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Primary Parties Company and the Bank with respect to the Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) to participate in the Offering in the areas of market making making, research coverage 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 Company and the Bank as to the matters set forth in the letter agreement, dated December 23September 14, 20152006, 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 It is acknowledged by the Company and the Bank 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 described in Section 11 hereof10 of this Agreement, the obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon consummation termination 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Company, the Bank and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 1,207,986 Offer 344,250 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 6, 8, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 25,000 payable as follows: in two consecutive monthly installments of $25,000, which was paid upon 12,500 commencing with the signing adoption of the Letter Agreement Plan. This fee shall be due as it is earned and $25,000, which was paid upon the filing of the initial Registration Statementshall be non-refundable. (b) A success fee of $250,000 75,000 shall be paid to KBW upon completion consummation of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer of the Common Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding CompanyBank, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of Offer such Common Shares on a best-best efforts basis in the Syndicated Community Offeringbasis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Agent and each selected dealeragreement. The Agent will endeavor to distribute the Offer Common Shares among dealers the Selected Dealers in a fashion that which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the shares of common stock Shares sold in by the Syndicated Community OfferingSelected Dealers. From this fee, the The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditionsSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by the Agent Bank upon consultation with the Holding CompanyAgent. The success fee described in paragraph (b) above will be credited against In the fee event, with respect to be any stock purchases, fees are paid pursuant to this subparagraph (c2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to paragraph 2(b). (d) The Company and the Bank shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, facsimile and couriers. The Agent couriers up to $20,000 and will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of reimburse the Agent and for the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, not to exceed $130,00035,000, (which do not include legal fees to complete the qualification of the Common Shares under the various state securities “Blue Sky” laws). The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all the expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA NASD filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the OfferingReorganization; and the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23November 6, 20152014, by and between the Mid-Tier Holding Company, the MHC and the Bank Company 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 next 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 2,422,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of Offer Shares 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 35,000 payable as follows: $25,00017,500, which was paid upon the signing of the Letter Agreement and $25,00017,500, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned when due. Should the Offering be terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.00% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and a success fee of 1.25% shall be paid based on the aggregate purchase price of the Offer Shares sold in the Community Offering, in each case excluding Offer Shares purchased by the Primary Parties’ officers, directors, or employees (or members of their immediate family), any individual retirement account for the benefit of such person, the Bank’s employee stock ownership plan (the “ESOP”), tax-qualified or stock-based compensation plans or similar plan created by the Primary Parties for some or all of its directors or employees; provided, however, that in no event shall the success fee payable to the Agent in connection with the Subscription Offering and Community Offering be less than $250,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph)100,000. These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000155,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering or Public Offering expenses associated with the OfferingOfferings; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23November 6, 20152014, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.

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 23June 12, 2015, by and between the Mid-Tier Holding Company, the MHC and the Bank Company 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 next 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 2,921,875 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 35,000 payable as follows: $25,00017,500, which was paid upon the signing of the Letter Agreement and $25,00017,500, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned in full when due. Should the Offering be terminated for any reason, the Agent shall have earned and be entitled to be paid fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 1.0% shall be paid upon completion based on the aggregate purchase price of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering, excluding Offer Shares purchased by the Primary Parties’ officers, directors, or employees (or members of their immediate families), any individual retirement account for the benefit of such person, the Bank’s employee stock ownership plan (the “ESOP”), tax-qualified or stock-based compensation plans or similar plan created by the Primary Parties for some or all of its directors or employees, or any charitable foundation established by the Bank and the Holding Company; provided, however, that in no event shall the success fee payable to the Agent in connection with the Subscription Offering and Community Offering exceed $300,000. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.05.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 25,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000125,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23June 12, 2015, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the Primary Parties Company and the Bank with respect to the Company's sale by the Holding Company of the Offer Shares Securities in the Offering and (2ii) to participate in the Offering in the areas of market making making, research coverage 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 Company and the Bank as to the matters set forth in the letter agreement, dated December 23March 4, 20152004, made by and between among 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 EXHIBIT A). The Primary Parties acknowledge It is acknowledged by the Company and the Bank that the Agent shall not be required to purchase any Shares Securities or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement (other than those set forth in Section 2(a) and (c) hereof) shall terminate upon consummation the completion or termination or abandonment of the Plan by the Company or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”) 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date (which extension would require the approval of the OTS), the Company, the Bank and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 1,207,986 Offer Shares 1,985,813 Securities 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 Regulationsprovided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares Securities the full amount that which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 6, 8 and 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. If all conditions precedent to the consummation of the Offering, including, without limitation, the sale of all Securities required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Securities sold in the Offering and to release for delivery certificates for such Securities on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Securities against payment therefor shall be made on a date and at a place acceptable to the Company, the Bank and the Agent. Certificates for Securities shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Securities sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 40,000 payable as follows: in four (4) consecutive monthly installments of $25,000, which was paid upon 10,000 commencing with the signing adoption of the Letter Agreement Plan. This fee shall be due as it is earned and $25,000shall be non-refundable. In the event the Offering is terminated for any reason not attributable to any action or inaction by the Agent, which was paid upon the filing Agent shall have earned and be due all portions of the initial Registration Statementfee accruing through such date of termination. (b) A success fee of $250,000 shall be paid upon completion 1.00% of the Offerings for Offer Shares aggregate Purchase Price of the Securities sold in the Subscription Offering and Community Offering, excluding Securities purchased by (i) the Community Bank's officers, directors, or employees (or members of their immediate family); (ii) any ESOP, tax-qualified or stock based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or all of its directors or employees; and (iii) any charitable foundation established by the Bank in connection with the Offering. The management fee described in subparagraph (a2(a) above will be credited applied against the this success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000fee. (c) If any Offer Shares of the Securities remain available after the Subscription Offering and the Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of Offer Shares such Securities on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealerbasis. The Agent will endeavor to distribute the Offer Shares Securities among dealers the Selected Dealers in a fashion that which best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price Purchase Price of the shares of common stock Securities sold in by the Syndicated Community OfferingSelected Dealers. From this fee, the Agent will pass onto selected broker-dealers, on to the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditionsSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by the Agent Company upon consultation with the Holding CompanyAgent. The success fee described in paragraph (b) above will be credited against In the fee to be event any fees are paid pursuant to this subparagraph (c2(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Securities payable pursuant to subparagraph 2(b). (d) The Bank and Company shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 expenses (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, facsimile and couriers. The Agent will also be reimbursed ), provided that such expenses do not exceed $15,000 and for the fees and expenses of its counsel (which do not include legal fees to exceed complete the qualification of the Securities under the various state securities "Blue Sky" laws) up to $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering30,000. The Holding Company acknowledges and agrees that, in Bank will bear the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky"Blue Sky,” " and FINRA NASD filing and registration fees; the fees of the Holding Company’s Bank's accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; and the fees set forth under this Section 2; and fees for “blue sky” legal work. If The Company or the Agent incurs such expenses on behalf of the Holding Company, the Holding Company Bank will reimburse the Agent for any such expenses; provided, however, expenses incurred by the Agent agrees that it will not incur expenses on behalf their behalf. Full payment of Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive Closing Date or a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, determination by the Bank and to terminate or abandon the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000Plan.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Primary Parties Holding Company and the Bank with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Bank and the Holding Company as to the matters set forth in the letter agreement, dated December February 23, 20152017, 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 “Engagement Letter”). The Primary Parties acknowledge It is acknowledged by the Bank and the Holding Company that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Seneca Parties and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Holding Company is unable to sell a minimum of 1,207,986 Offer 586,500 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subsections (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph ), (d), and (e) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 payable as follows: $25,000, which was paid upon the signing of the Letter Agreement and $25,000, which was paid upon the filing of the initial Registration Statement. (b) A success fee of $250,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealers, who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the Commission, “blue sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company, the MHC and the Bank 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 Securities and to advise and assist the Primary Parties Company, the MHC and the Bank with respect to the Company's sale by the Holding Company of the Offer Shares Securities in the Offering and (2) to participate in the Offering in the areas of market making and in syndicate formation (if necessary)Offering. 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 Company, the MHC and the Bank as to the matters set forth in the letter agreement, dated December 23May 9, 20152006, made by and between the Mid-Tier Holding MHC and the Agent. It is acknowledged by the 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 Securities or be obligated to take any action that which is inconsistent with all applicable laws, laws or regulations, or applicable decisions or ordersorders of courts or other governmental authorities. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation the completion or termination or abandonment of the Plan by the Company, the MHC or the Bank or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) Offering, unless the Primary Parties Company and the Agent agree in writing to extend such period and the Federal Reserve Board Commissioner agrees to extend the period of time in which the Offer Shares Securities may be soldsold (the "End Date"). All fees or expenses due to the Agent but unpaid will be payable to the Agent in same next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion Offering is extended beyond the End Date, the Company, the MHC, the Bank and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 1,207,986 Offer Shares 4,866,250 Securities 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 Regulationsprovided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for or ordered any of the Shares Securities 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 6, 8 and 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. If all conditions precedent to the consummation of the Conversion, including, without limitation, the sale of all Securities required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Securities sold in the Offering and to release for delivery certificates for such Securities on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 7 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Securities against payment therefor shall be made on a date and at a place acceptable to the Company, the MHC, the Bank and the Agent. Certificates for Securities shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Securities sold in the Offering, in accordance with the terms herein, is called the "Closing Date." The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee Management Fee of $50,000 payable as follows: in five consecutive monthly installments of $25,000, which was paid upon 10,000 commencing with the signing adoption of the Letter Agreement Plan, of which $_________ has been paid. Such fees shall be deemed to have been earned when due. Should the Conversion be terminated for any reason not attributable to any action or inaction by the Agent, the Agent shall have earned and $25,000, which was be entitled to be paid upon the filing fees accruing through such date of the initial Registration Statementtermination. (b) A success fee of $250,000 shall be paid Success Fee upon completion of the Offerings for Offer Shares Offering of 1.00% of the aggregate purchase price of the Securities sold in the Subscription Offering and Community Offering, excluding Securities purchased by the officers, directors or employees (or members of their immediate families) of the Company, the MHC or the Bank plus any ESOP, charitable foundations, tax-qualified or stock based compensation plans (except for individual purchases through IRAs) or similar plan created by the Bank, the MHC or the Company for some or all of its employees or directors. The Success Fee described in this subparagraph 2(b) will be reduced by the Management Fee described in subparagraph 2(a). (c) If any of the Securities remain available after the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription and Community Offerings, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers ("Selected Dealers") to assist in the sale of Offer Shares such Securities on a best-best efforts basis in the Syndicated Community Offeringbasis, subject to the terms term and conditions set forth in a the selected dealers agreement to be entered into between the Agent and each selected dealeragreement. The Agent will endeavor to distribute the Offer Shares Securities among dealers the Selected Dealers in a fashion that which best meets the distribution objectives of the Holding Company Company, the MHC, the Bank and the Plan. The Agent will be paid a fee not to exceed 6.05.5% of the aggregate purchase price of the shares of common stock Securities sold in by the Syndicated Community OfferingSelected Dealers. From this fee, the Agent will pass onto selected broker-dealers, on to the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditionsSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by the Agent Company, the MHC and the Bank upon consultation with the Holding CompanyAgent. The success fee described in paragraph (b) above will be credited against In the fee event, with respect to be any stock purchases, fees are paid pursuant to this subparagraph (c2(c), such fees shall be in lieu of, and not in addition to any fees for the sale of Securities payable pursuant to subparagraph 2(b). (d) The Company, the MHC and the Bank shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, facsimile and couriers, which will not exceed $15,000. The In addition, the Company, the MHC and the Bank shall reimburse the Agent will also be reimbursed for the fees and expenses of its counsel counsel, which will not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering50,000. The Holding Company acknowledges and agrees thatCompany, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent MHC and the Bank by additional amounts, not to exceed an additional $10,000 in will bear the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, “blue sky"Blue Sky,” " and FINRA NASD filing and registration fees; the fees of the Holding Company’s 's, the MHC's and the Bank's accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and mailing, marketing and Syndicated Community Offering syndicate expenses associated with the OfferingConversion; the fees set forth under this Section 2; and fees for “blue sky” "Blue Sky" legal work. If the Agent incurs such expenses on behalf of the Holding The Company, the Holding Company MHC and the Bank will reimburse the Agent for any such expenses; provided, however, expenses incurred by the Agent agrees that it will not incur expenses on behalf their behalf. Full payment of Agent's fees and expenses, as described above, shall be made in next day funds on the earlier of the Holding Company without Closing Date or a determination by the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations MHC or the Plan of Conversion, Bank to terminate or delays requiring duplicate or replacement processing due to changes to record dates, abandon the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000Plan.

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 23November 17, 2015, by and between the Bank, 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 next 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 1,381,250 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 25,000 payable as follows: $25,00010,000, which was paid upon the signing of the Letter Agreement and $25,00015,000, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned in full when due. Should the Offering be terminated for any reason, the Agent shall have earned and be entitled to be paid all fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 225,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealersdealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, Agent reasonable determines that it is required or requested to provide significant services, Agent will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000 (e) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (ef) The Agent shall also receive a fee of $25,000 23,000 for certain conversion agent services set forth in the letter agreement, dated December 23November 17, 2015, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Primary Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (1i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Primary Parties Company and the Bank with respect to the Company’s sale by the Holding Company of the Offer Shares in the Offering and (2ii) 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 Company and the Bank as to the matters set forth in the letter agreement, dated December 23April 27, 20152009, 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 It is acknowledged by the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action that which is inconsistent with all applicable laws, regulations, decisions or orders. Except as specifically provided for in Section 11 hereof, the The obligations of the Agent pursuant to this Agreement shall terminate upon consummation termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless ). Full payment of the Primary Parties Agent’s actual and the Agent agree accountable expenses, advisory fees and compensation shall be made 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 next day funds at on the earlier of the Closing Date (as hereinafter defineddefined hereinafter) or a determination by the End DateCompany and the Bank to terminate or abandon the Offering. The payment of such expenses assume no unusual circumstances or delays, or a re-solicitation in connection with the Subscription and Community Offerings. The Company and the Bank acknowledge that such expense cap may be increased by mutual consent, including in the event of a material delay in the Offering which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing. In the event that the Conversion Offering is extended beyond the End Date, the Company and the Offering are not consummated for any reason, including but not limited Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 1,207,986 Offer 807,500 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 Regulationsprovided, 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 7, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this AgreementAgent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph subparagraphs (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 30,000 payable in five consecutive monthly installments of $6,000 commencing on May 1, 2009, all of which has been paid as follows: $25,000, which was paid upon the signing of the Letter Agreement date hereof. This fee shall be due as it is earned and $25,000, which was paid upon the filing of the initial Registration Statementshall be non-refundable. (b) A success fee of $250,000 shall be paid upon completion of the Offerings Offering of $140,000 for Offer Common Shares sold in the Subscription Offering and Offering. In addition, the Agent shall receive a success fee equal to 2.5% of the aggregate purchase price of the Common Shares sold in the Community Offering. The management fee described in subparagraph (a) above will be credited against the first success fee paid pursuant to this subparagraph (b)paragraph. In The total of the event success fees for the Agent is required or requested to provide significant services as a result sale of any re-solicitation of subscribers Common Shares in connection with the Subscription Offering, and the Holding Company will pay the Agent an additional Community Offerings shall not exceed $25,000180,000. (c) If any Offer of the Common Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of Offer such Common Shares on a best-best efforts basis in the Syndicated Community Offeringbasis, subject to the terms and conditions set forth in a the selected dealers agreement to be entered into between the Agent Company and each selected dealerthe Agent. The Agent will endeavor to distribute the Offer Common Shares among dealers the Selected Dealers in a fashion that which best meets the distribution objectives of the Holding Company Bank and the Plan. The Agent will be paid a fee not to exceed 6.07.0% of the aggregate purchase price Purchase Price of the shares of common stock Shares sold in the Syndicated Community Offering. From this fee, the The Agent will pass onto selected broker-dealers, the Selected Dealers who assist in the Syndicated Community Offering, Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected effected with the assistance of a broker/dealer Selected Dealers other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditionsSelected Dealers. The decision to utilize selected broker-dealers Selected Dealers will be made by the Agent Company upon consultation with the Holding CompanyAgent. The success fee fees set forth in this paragraph 2(c) shall be in addition to the fees to be earned by the Agent in connection with the Subscription Offering and Community Offering described in paragraph (b2(b) above will be credited against above. However, in the fee event, with respect to be any purchases of Common Shares, that fees are paid pursuant to this subparagraph (c2(c), such fees shall be in lieu of, and not in addition to, payment pursuant to paragraph 2(b). (d) The Company and the Bank shall reimburse the Agent will also be reimbursed for its reasonable, documented reasonable out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, including costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, facsimile and couriers. The Company and the Bank will reimburse the Agent for its reasonable out-of-pocket expenses an amount not to exceed $7,500. In addition, the Company and the Bank will also be reimbursed reimburse the Agent for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering37,500. The Holding Company acknowledges and agrees that, in will bear the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents, such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, issuers including, without limitation, regulatory filing fees, the CommissionSEC, Blue Sky and Financial Institution Regulatory Authority (“blue sky,” and FINRA FINRA”) filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering syndicate expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue sky” Blue Sky legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (e) The Agent shall also receive a fee of $25,000 for certain conversion agent services set forth in the letter agreement, dated December 23, 2015, among the MHC, the Mid-Tier Holding Company, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not exceed $5,000.

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 23November 17, 2015, by and between the Bank, 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 next 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 1,381,250 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, except that (i) the Primary Parties shall remain jointly and severally liable for amounts due as set forth in this Section 2 and in Sections 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent of a warranty, representation or covenant and (ii) the Agent shall remain liable for any amount due pursuant to Sections 9 and 10 hereof unless the transaction is not consummated due to the breach by the Primary Parties of a warranty, representation or covenant. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraph (a) and be reimbursed for its reasonable documented expenses through the date of termination pursuant to subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder: (a) A management fee of $50,000 25,000 payable as follows: $25,00010,000, which was paid upon the signing of the Letter Agreement and $25,00015,000, which was paid upon the filing of the initial Registration Statement. Such fees shall be deemed to have been earned in full when due. Should the Offering be terminated for any reason, the Agent shall have earned and be entitled to be paid all fees accruing through the stage at which point the termination occurred. (b) A success fee of $250,000 225,000 shall be paid upon completion of the Offerings for Offer Shares sold in the Subscription Offering and the Community Offering. The management fee described in subparagraph (a) above will be credited against the success fee paid pursuant to this subparagraph (b). In the event the Agent is required or requested to provide significant services as a result of any re-solicitation of subscribers in connection with the Subscription Offering, the Holding Company will pay the Agent an additional $25,000. (c) If any Offer Shares remain available after the Subscription Offering and Community OfferingsOffering, at the request of the Holding Company, the Agent will seek to form a syndicate of registered broker-dealers to assist in the sale of Offer Shares on a best-best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into between the Agent and each selected dealer. The Agent will endeavor to distribute the Offer Shares among dealers in a fashion that best meets the distribution objectives of the Holding Company and the Plan. The Agent will be paid a fee not to exceed 6.0% of the aggregate purchase price of the shares dollar amount of common stock sold in the Syndicated Community Offering. From this fee, the Agent will pass onto selected broker-dealersdealers (if any), who assist in the Syndicated Community Offering, an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases affected with the assistance of a broker/dealer other than the Agent shall be transmitted by the Agent to such broker/dealer. The Agent reserves the right and may, in its sole discretion, determine not to proceed with the Syndicated Community Offering based upon market conditions. The decision to utilize selected broker-dealers will be made by the Agent upon consultation with the Holding Company. The success fee described in paragraph (b) above will be credited against the fee to be paid pursuant to this subparagraph (c). (d) In connection with the Subscription Offering, if, as a result of any resolicitation of subscribers undertaken by the Company, the Agent reasonable determines that it is required or requested to provide significant services, the Agent will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000 (e) The Agent will also be reimbursed for its reasonable, documented out-of-pocket expenses, not to exceed $30,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. The Agent will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The Holding Company acknowledges and agrees that, in the event unusual circumstances arise or a delay or resolicitation occurs, including but not limited to a delay in the Offering that would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documentsdocuments (excluding a prospectus prepared for a firm commitment underwritten offering), such expense caps may be increased by mutual consent of the Agent and the Bank by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of the Agent and an additional $15,000 in the case of additional fees and expenses of the Agent’s legal counsel. In no event shall out-of-pocket expenses, including fees and expenses of Agent’s legal counsel, exceed $130,000. The provisions of this paragraph are not intended to apply to or in any way impair or limit the indemnification or contribution provisions contained herein. The Holding Company will bear all expenses of the proposed Offering customarily borne by issuers, including, without limitation, regulatory filing fees, the CommissionSEC, “blue skyBlue Sky,” and FINRA filing and registration fees; the fees of the Holding Company’s accountants, attorneys, appraiser, business plan consultant, transfer agent and registrar, printing, mailing and marketing and Syndicated Community Offering expenses associated with the Offering; the fees set forth under this Section 2; and fees for “blue skyBlue Sky” legal work. If the Agent incurs such expenses on behalf of the Holding Company, the Holding Company will reimburse the Agent for such expenses; provided, however, the Agent agrees that it will not incur expenses on behalf of the Holding Company without the Holding Company’s prior written consent. (ef) The Agent shall also receive a fee of $25,000 23,000 for certain conversion agent services set forth in the letter agreement, dated December 23November 17, 2015, among the MHC, the Mid-Tier Holding CompanyTier, the Bank and the Agent (a copy of which is attached hereto as Exhibit B), $5,000 of which has already been paid to the Agent and is nonrefundable and the balance of which shall be payable to the Agent upon completion of the Offering. In the event of any material changes in applicable regulations or the Plan of Conversion, or delays requiring duplicate or replacement processing due to changes to record dates, the Holding Company will pay the Agent an additional fee of $10,000. The Holding Company will reimburse the Agent, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its conversion agent services, which shall services not exceed $10,000 without the Holding Company’s written consent, which shall not be unreasonably withheld, conditioned or delayed, in which case such additional expenses shall not to exceed $5,000.