Cincinnati Bancorp, Inc. Sample Contracts

FORM OF
Incentive Stock Option Agreement • February 7th, 2020 • Cincinnati Bancorp, Inc. • 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

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FORM OF
Non-Qualified Stock Option Agreement • February 7th, 2020 • Cincinnati Bancorp, Inc. • 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

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INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • May 20th, 2021 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered • Ohio

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp, Inc. (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 and related prospectus have been provided 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 appointed to administer the Plan (the “Committee”) or the Board of Directors 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” includes the parent and all

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NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • May 20th, 2021 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered • Ohio

This stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp, Inc. (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 and related prospectus have been provided 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 appointed to administer the Plan (the “Committee”) or the Board of Directors 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” includes the parent and all

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TWO-YEAR CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • January 24th, 2020 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered • Ohio

This Change in Control Agreement (this “Agreement”) is made and entered into effective as of January 22, 2020 (the “Effective Date”), by and between Cincinnati Federal, with its principal administrative office at 6581 Harrison Avenue, Cincinnati, Ohio 45247 (the “Bank”) and Joseph V. Bunke (the “Executive”). Any reference to the “Company” shall mean Cincinnati Bancorp, Inc. or any successor thereto.

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CINCINNATI BANCORP, INC. (a Maryland corporation) Up to 1,437,356 Shares (Subject to Increase to up to 1,652,960 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT November 8, 2019
Agency Agreement • November 13th, 2019 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered • New York
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Restricted Stock Award
Restricted Stock Award • May 20th, 2021 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2021 Equity Incentive Plan (the “Plan”) of Cincinnati Bancorp, Inc. (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 and related prospectus have been provided 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 appointed to administer the Plan (“Committee”) or the Board of Directors 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

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October 16, 2019 CF Mutual Holding Company Cincinnati Bancorp Cincinnati Federal Cincinnati, OH 45247
Services Agreement • October 28th, 2019 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered • New York

This amended and restated letter agreement (this “Agreement”) confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) by CF Mutual Holding Company, Cincinnati Bancorp and Cincinnati Federal (collectively with any of its successors or any new stock holding company formed to effect the second step offering, the “Bank”), on behalf of both itself and the Company (as defined herein), to act as the conversion agent and the data processing records management agent (KBW in such capacities, the “Agent”) to the Company in the event the Bank proposes a reorganization from the mutual holding company form to the full stock form of organization, including the offer and sale of the common stock (the “Conversion”) pursuant to which the Company would propose a Plan of Conversion and Reorganization (the “Plan of Conversion”). The sale will be to eligible persons in a subscription offering (the “Subscription Offering”), with any remaining unsold shares of Common Stock to then be offered to the g

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KELLER & COMPANY, INC.
Subscription Rights Opinion • September 11th, 2019 • Cincinnati Bancorp, Inc.

The purpose of this letter is to provide an opinion of the value of the subscription rights of the “to be issued” common stock of Cincinnati Bancorp (the “Corporation”), in regard to the stock offering of the Corporation.

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KELLER & COMPANY, INC.
Conversion Valuation Agreement • September 11th, 2019 • Cincinnati Bancorp, Inc.

Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to Cincinnati Bancorp (hereinafter referred to as “Cincinnati Bancorp”), the mid-tier stock holding company of Cincinnati Federal (“Cincinnati Federal”), relating to the second stage conversion (the “Conversion”) of Cincinnati Bancorp. KELLER will provide a pro forma valuation of the market value of the shares of Cincinnati Bancorp to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.

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CINCINNATI FEDERAL AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 23rd, 2021 • Cincinnati Bancorp, Inc. • Savings institution, federally chartered

This amendment is made effective as of the 22nd day of December 2021 (the “Effective Date”), by and between Cincinnati Federal (the “Employer”) and Gregory W. Meyers (the “Employee”).

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FORM OF TIME-BASED RESTRICTED STOCK AWARD
Restricted Stock Award Agreement • February 7th, 2020 • Cincinnati Bancorp, Inc. • 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,

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