Common use of Retention of Agent; Compensation Clause in Contracts

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Parties as to the matters set forth in the letter agreement, dated December 31, 2013, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Chesapeake Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Chesapeake Parties with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Chesapeake Parties as to the matters set forth in the letter agreement, dated December 31November 8, 20132017, by and between the Bank Bank, the MHC and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Sunshine 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 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 Sunshine Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Holding Company is unable to sell a minimum of 2,720,000 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31November 17, 20132015, by and between the Bank Bank, the Mid-Tier Holding Company, the MHC and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 1,381,250 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of shares 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 which 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 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 AgentAgent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 312, 20132016, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 5,339,969 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 3123, 20132015, 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 Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next 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 2,720,000 1,207,986 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of shares 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 which 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 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 AgentAgent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31June 12, 20132015, by and between the Bank Mid-Tier Holding Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 2,921,875 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which 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 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 AgentAgent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Cullman Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Cullman Parties with respect to the Holding Company’s sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Cullman Parties as to the matters set forth in the letter agreement, dated December 3130, 20132020, by and between the Bank Bank, the Mid-Tier Company, the MHC and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Sunshine 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 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 Sunshine Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Holding Company is unable to sell a minimum of 2,720,000 2,770,891 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31November 6, 20132014, by and between the Bank Mid-Tier Holding Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 2,422,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which 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 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, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31September 6, 20132017, by and between the Bank Bank, the MHC and the Agent (the “"Letter Agreement”") (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”") unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 1,645,286 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of shares 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 which 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 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 AgentAgent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 31October 12, 20132015, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 552,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 31March 4, 20132004, made by and between among the Company, the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit EXHIBIT A). The Sunshine 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 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 Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 2,720,000 Shares 1,985,813 Securities within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Sunshine Parties Company and the Bank with respect to the Company’s sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 31September 14, 20132006, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 2,720,000 344,250 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 76, 8, 9 and 10 hereof, unless the transaction is not consummated due to the breach by the Agent 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, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company, the MHC and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares Securities and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Company, the MHC and the Bank as to the matters set forth in the letter agreement, dated December 31May 9, 20132006, made by and between the Bank MHC and the Agent (Agent. It is acknowledged by the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine Parties acknowledge Company, the MHC 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, 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 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 Sunshine Parties Company and the Agent agree in writing to extend such period and the OCC 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 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 Offering are not consummated for any reason, including but not limited the Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 2,720,000 Shares 4,866,250 Securities within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which 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 as set forth in this Section 2 and in Sections 76, 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs (a) and (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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31June 12, 20132015, by and between the Bank Mid-Tier Holding Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Primary Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 2,921,875 Offer Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of shares 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 which 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 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 AgentAgent that is not permitted by this Agreement, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company and the Bank hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Common Shares and to advise and assist the Sunshine Parties Company and the Bank with respect to the Company’s sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Parties Company and the Bank as to the matters set forth in the letter agreement, dated December 31April 27, 20132009, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 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 Sunshine Parties Agent’s actual and the Agent agree in writing to extend such period accountable expenses, advisory fees and the OCC agrees to extend the period of time in which the Offer Shares may compensation shall be sold. All fees or expenses due to the Agent but unpaid will be payable to the Agent made in 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 Offering are not consummated for any reason, including but not limited the Agent may agree to renew this Agreement under mutually acceptable terms. In the inability event the Company is unable to sell a minimum of 2,720,000 807,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 31February 23, 20132017, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the "Engagement Letter"). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “"End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 586,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Georgetown Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Georgetown Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Georgetown Parties as to the matters set forth in the letter agreement, dated December 3112, 20132011, by and between between, the Bank Mid-Tier Holding Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Georgetown Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Holding Company is unable to sell a minimum of 2,720,000 [Min] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Primary Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i1) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Primary Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii2) 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 Sunshine Primary Parties as to the matters set forth in the letter agreement, dated December 31November 6, 20132014, by and between the Bank Mid-Tier Holding Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination consummation of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability to sell a minimum of 2,720,000 2,422,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which 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 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, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs 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:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Parties Company with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Parties Company as to the matters set forth in the letter agreement, dated December 31August 5, 2013, by and between the Bank Company and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 next same day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date). In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a minimum of 2,720,000 800,000 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 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 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 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine HSB Parties hereby appoint the Agent Agents as their exclusive financial advisor advisors and marketing KBW as its conversion agent (i) to utilize its their best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine HSB Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine HSB Parties as to the matters set forth in each of the letter agreementagreements, dated December 31May 16, 2013, by and between the Bank and KBW and, dated December 19, 2013, between the Agent bank and SA (collectively, the “Letter AgreementAgreements”) (a copy of each of which is attached hereto as Exhibit A, Exhibit B and Exhibit C). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine HSB Parties and the Agent Agents agree in writing to extend such period and the OCC 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 next 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 [748,000] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the AgentAgents, the Agent Agents shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent Agents shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine HSB Parties hereby appoint the Agent as their exclusive financial advisor and marketing conversion agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine HSB Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine HSB Parties as to the matters set forth in each of the letter agreementagreements, dated December 31May 16, 2013, by and between the Bank and the Agent (the “Letter AgreementAgreements”) (a copy of each of which is attached hereto as Exhibit AA and Exhibit B). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine HSB Parties and the Agent agree in writing to extend such period and the OCC 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 next 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 [803,250] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Company hereby appoint appoints the Agent as their its exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Parties Company with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Parties as to the matters set forth in the letter agreement, dated December 31, 2013, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A)appointment. The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 next same day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date). In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Company is unable to sell a minimum of 2,720,000 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 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 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 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and subparagraph (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Westbury Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine Westbury Parties with respect to the sale by the Holding Company of the Offer Shares in the Offering and (ii) 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 Sunshine Westbury Parties as to the matters set forth in the letter agreement, dated December 31August 8, 20132012, by and between among the MHC, the Mid-Tier Holding Company and the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Westbury Parties and the Agent agree in writing to extend such period and the OCC 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 next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event that the Conversion and Offering are not consummated for any reason, including but not limited to the inability Holding Company is unable to sell a minimum of 2,720,000 [3,272,500] Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation and expense reimbursement for its services hereunder:

Retention of Agent; Compensation. Subject to the terms and conditions herein set forth, the Sunshine Parties Bank and the Holding Company hereby appoint the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for the Offer Shares and to advise and assist the Sunshine 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 (ii) 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 Sunshine Parties Bank and the Holding Company as to the matters set forth in the letter agreement, dated December 31February 23, 20132017, by and between the Bank and the Agent (the “Letter Agreement”) (a copy of which is attached hereto as Exhibit A) (the “Engagement Letter”). The Sunshine 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 termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering (the “End Date”) unless the Sunshine Parties and the Agent agree in writing to extend such period and the 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 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 Offering are not consummated for any reason, including but not limited the 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 2,720,000 586,500 Shares within the period herein provided (including any permitted extension thereof), or such other minimum number of 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 which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 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. In the event the Offering is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees and expenses due to the date of such termination pursuant to subparagraphs subsections (a) ), (d), and (de) below. The Per the terms of the Engagement Letter, the Agent shall receive the following compensation and expense reimbursement for its services hereunder: