CINCINNATI BANCORP (a federal corporation) Up to 672,750 Shares (Subject to Increase to 773,663 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT August 12, 2015Agency Agreement • August 17th, 2015 • Cincinnati Bancorp • Savings institution, federally chartered • New York
FORM OF NON-QUALIFIED STOCK OPTION Granted by CINCINNATI BANCORP under the CINCINNATI BANCORPNon-Qualified Stock Option Agreement • June 22nd, 2017 • Cincinnati Bancorp • Savings institution, federally chartered • Ohio
This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and fu
CINCINNATI FEDERAL SAVINGS & LOAN ASSOCIATION DIRECTOR RETIREMENT PLAN Cincinnati, Ohio Effective July 1, 2014Director Retirement Plan • March 11th, 2015 • CF Bancorp
This Cincinnati Federal Savings & Loan Association Director Retirement Plan (the “Plan”), initially effective as of the 1st day of July, 2014, formalizes the understanding by and between Cincinnati Federal Savings & Loan Association (the “Bank”), a Federally chartered mutual savings and loan association, and its non-employee directors, hereinafter referred to as “Director(s)”, who shall be eligible to participate in this Plan by execution of a Director Retirement Plan Joinder Agreement (“Joinder Agreement”) in a form provided by the Bank.
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 18, 2018 BY AND AMONG CF MUTUAL HOLDING COMPANY, CINCINNATI BANCORP, CINCINNATI FEDERAL AND KENTUCKY FEDERAL SAVINGS AND LOAN ASSOCIATIONMerger Agreement • April 20th, 2018 • Cincinnati Bancorp • Savings institution, federally chartered • Ohio
This Agreement and Plan of Merger, dated as of the April 18, 2018 (the “Agreement”), is made by and among CF Mutual Holding Company (the “MHC”), Cincinnati Bancorp (the “Mid-Tier”), Cincinnati Federal, and Kentucky Federal Savings and Loan Association (“KF”). Hereinafter, the MHC, the Mid-Tier and Cincinnati Federal are individually referred to as a “Cincinnati Federal Party” and collectively referred to as the “Cincinnati Federal Parties.”
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • June 4th, 2015 • Cincinnati Bancorp • Savings institution, federally chartered
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to revise the conversion appraisal of Cincinnati Federal Savings (hereinafter referred to as “Cincinnati Federal”), relating to the mutual to stock conversion of Cincinnati Federal and stock offering (“the “Stock Offering”) of Cincinnati Federal. KELLER will provide a revised pro forma valuation of the market value of the shares of Cincinnati Federal to be sold in connection with the standard conversion and revised text and updated tables to recognize the new stub period ended March 31, 2015.
PRESS RELEASE*Merger Agreement • April 20th, 2018 • Cincinnati Bancorp • Savings institution, federally chartered
FORM OFIncentive Stock Option Agreement • June 22nd, 2017 • Cincinnati Bancorp • Savings institution, federally chartered • Ohio
This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a stock option pursuant to the Plan. The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSConversion Valuation Agreement • March 11th, 2015 • CF Bancorp
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Cincinnati Federal Savings (hereinafter referred to as “Cincinnati Federal”), relating to the mutual to stock conversion of Cincinnati Federal and minority stock offering (“the “Stock Offering”) of Cincinnati Federal’s mid-tier holding company. KELLER will provide a pro forma valuation of the market value of the shares of Cincinnati Federal’s mid-tier holding company to be sold in connection with the minority stock offering.
RP® FINANCIAL, LC.Business Plan Services Agreement • March 11th, 2015 • CF Bancorp
This letter sets forth the agreement between Cincinnati Federal Savings and Loan Association, Cincinnati, Ohio (the “Association”) and RP® Financial, LC. (“RP Financial”), whereby the Association has engaged RP Financial to prepare a written business plan and financial projections to be adopted by the Board of Directors in conjunction with the filing of the regulatory application for a proposed mutual-to-stock conversion to the mutual holding company partial stock form of ownership. In addition, RP Financial will prepare the related presentation materials for any pre-filing meetings with the regulators that may be required in advance of the conversion application filing, as well as summary materials for review by the Board.
FORM OF TIME-BASED RESTRICTED STOCK AWARD Granted by CINCINNATI BANCORP under the CINCINNATI BANCORPRestricted Stock Award Agreement • June 22nd, 2017 • Cincinnati Bancorp • Savings institution, federally chartered
This time-based restricted stock award agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2017 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan has been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the committee responsible for administering the Plan (the “Committee”) will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires,
EMPLOYMENT AGREEMENTEmployment Agreement • March 11th, 2015 • CF Bancorp • Ohio
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective the 28th day of May, 2013, by and between Cincinnati Federal Savings & Loan Association, a corporation organized under the laws of the United States of America, (the “Employer”) and Gregory W. Meyers (the “Employee”), an individual whose residence address is 5691 Breezewood Dr. Cinn. Oh 45248.
