Midstate Bancorp, Inc. Sample Contracts

Up to 3,438,500 Shares Midstate Bancorp, Inc. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENT

Agency Agreement • May 6th, 2014 • Midstate Bancorp, Inc. • New York

• Contract Type
  Agency Agreement
• Filed
  May 6th, 2014
• Company
  Midstate Bancorp, Inc.
• Jurisdiction
  New York

EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement • May 6th, 2014 • Midstate Bancorp, Inc. • Maryland

• Contract Type
  Executive Employment Agreement
• Filed
  May 6th, 2014
• Company
  Midstate Bancorp, Inc.
• Jurisdiction
  Maryland

THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the ___day of ___________, 2014, between Midstate Community Bank, a Maryland state-chartered commercial bank ("Bank") and Midstate Bancorp, Inc., a Maryland corporation and a bank holding company ("Company") and Nancy L. Gerling, a resident of the State of Maryland ("Employee").

December 6, 2013

Consulting Agreement • May 6th, 2014 • Midstate Bancorp, Inc. • Maryland

• Contract Type
  Consulting Agreement
• Filed
  May 6th, 2014
• Company
  Midstate Bancorp, Inc.
• Jurisdiction
  Maryland

December 30, 2013

Appraisal Agreement • May 6th, 2014 • Midstate Bancorp, Inc.

• Contract Type
  Appraisal Agreement
• Filed
  May 6th, 2014
• Company
  Midstate Bancorp, Inc.

This letter sets forth the agreement (“Agreement”) between Midstate Community Bank (“Midstate” or the “Bank”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Midstate has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of the shares of common stock that are to be issued and sold by the Bank (or, if applicable, its newly formed holding company) in connection with the conversion (“Conversion”) of the Bank from the mutual form of organization to the stock form.