FELDMAN FINANCIAL ADVISORS, INC.

 
EXHIBIT
10.3
 
            XXXXXXX
      FINANCIAL ADVISORS, INC.

            0000
      XXXXXXXXXXX XXXXXX, XX, XXXXX 000
XXXXXXXXXX,
      XX 00000
(202)
      467-6862 • FAX (000) 000-0000

January
30, 2008
 
Confidential
 
Board of
Directors
Sunshine
Savings Bank 0000 X. Xxxx Xxxxxx
Tallahassee,
Florida 32301
 
Members
of the Board:
 
This
letter sets forth the agreement between Sunshine Savings Bank (“Sunshine” or the
“Company”) and Xxxxxxx Financial Advisors, Inc. (“FFA”), whereby Sunshine 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 in conjunction with the Company’s Minority Stock Offering. Pursuant to
the Minority Stock Offering, Sunshine will offer for sale a minority interest of
its shares of common stock to eligible depositors of Sunshine Bank, a federally
chartered thrift, and other qualifying investors. The parent mutual holding
company will continue to own at least a majority of the outstanding common stock
of the Company upon completion of the Minority Stock Offering.
 
FFA
agrees to deliver the Valuation, in a written report, to Sunshine at the address
above on or before a mutually agreed upon date. Further, FFA agrees to perform
such other services as are necessary or required of the independent appraiser in
connection with comments from Sunshine’s regulatory authorities and subsequent
updates of the Valuation as from time to time may be necessary, both after
initial approval by the Company’s regulatory authorities and prior to the time
the Minority Stock Offering is completed. If requested, FFA will assist Xxxxxxxx
in responding to all regulatory inquiries regarding the Valuation and will also
assist the Company at all meetings with the regulatory authorities concerning
the Valuation.
 
Xxxxxxxx
agrees to pay FFA a professional consulting fee for FFA’s appraisal services
related to preparation of the initial appraisal report and subsequent appraisal
updates. Xxxxxxxx also agrees to reimburse FFA for certain out-of-pocket
expenses necessary and incident to the completion of the services described
above. These expenses shall not exceed $3,000 without the prior consent of
Sunshine. Reimbursable expenses for copying, report reproduction, data
materials, express mail delivery and travel shall be paid to FFA as incurred and
billed. Payment of the consulting fee shall be made according to the following
schedule:
 
· $5,000
upon execution of this Agreement;
· $25,000
upon delivery of the completed appraisal report to Sunshine; and,
· $5,000
upon completion of each updated appraisal as necessary.

Xxxxxxx
Financial Advisors, Inc.
 
Board of
Directors
Sunshine
Savings Bank January 30, 2008
Page
2
 
If,
during the course of the Minority Stock Offering, unforeseen events occur so as
to materially change the nature of the work content of the appraisal services
described above such that FFA must supply services beyond that contemplated at
the time this contract was executed, the terms of this agreement shall be
subject to renegotiation by Sunshine and FFA. Such unforeseen events shall
include, but not be limited to, major changes in regulations governing the
Minority Stock Offering, appraisal guidelines or processing procedures as they
relate to Minority Stock Offering appraisals, major changes in Sunshine’s
management or operating policies, and excessive delays or suspension of
processing of the Minority Stock Offering.
 
In the
event Sunshine shall for any reason discontinue the Minority Stock Offering
prior to delivery of the completed appraisal report and payment of the progress
payment fee totaling $25,000, Sunshine agrees to compensate FFA according to
FFA’s standard billing rates for professional consulting services based on
accumulated and verifiable time expended, provided that the total of such
charges shall not exceed $30,000 plus reimbursable expenses.
 
In order
to induce FFA to render the aforesaid services, Xxxxxxxx agrees to the
following:
 
            1.  

            Xxxxxxxx
      agrees to supply FFA such information with respect to Sunshine’s business
      and financial condition as FFA may reasonably request in order for FFA to
      perform the appraisal services. Such information shall include, without
      limitation: annual financial statements, periodic regulatory filings and
      material agreements, corporate books and records, and such other documents
      as are material for the performance by FFA of the appraisal
      services.

            2.  

            Sunshine
      hereby represents and warrants to FFA (i) that to its best knowledge any
      information provided to FFA by or on behalf of Sunshine, will not, at any
      relevant time, contain any untrue statement of a material fact or fail to
      state a material fact necessary to make the information or statements
      therein not false or misleading, (ii) that Sunshine will not use the
      product of FFA’s services in any manner, including in a proxy or offering
      prospectus, in connection with any untrue statement of a material fact or
      in connection with the failure to state a material fact necessary to make
      other statements not false or misleading, and (iii) that all documents
      incorporating or relying upon FFA’s services or the product of FFA’s
      services will otherwise comply with all applicable federal and state laws
      and regulations.

            3.  

            Any
      valuations or opinions issued by FFA may be included in its entirety in
      any communication by Sunshine in any application, proxy statement or
      prospectus; however, such valuations or opinions may not be excerpted or
      otherwise publicly referred to without FFA’s prior written consent nor
      shall FFA be publicly referred to without FFA’s prior written consent;
      however, such consent shall not be unreasonably
  withheld.

Xxxxxxx
Financial Advisors, Inc.
 
Board of
Directors
Sunshine
Savings Bank January 30, 2008
Page
3
 
            4.  

            FFA’s
      Valuation will be based upon Sunshine’s representation that the
      information contained in the Minority Stock Offering application and
      additional information furnished to us by Sunshine and its independent
      auditors is truthful, accurate, and complete in all material respects. FFA
      will not independently verify the financial statements and other
      information provided by Sunshine and its independent auditors, nor will
      FFA independently value the assets or liabilities of Sunshine. The
      Valuation will consider Sunshine only as a going concern and will not be
      considered as an indication of the liquidation value of
      Sunshine.

            5.  

            FFA’s
      Valuation is not intended, and must not be represented to be, a
      recommendation of any kind as to the advisability of purchasing shares of
      common stock in the Minority Stock Offering. Moreover, because the
      Valuation is necessarily based upon estimates and projections of a number
      of matters, all of which are subject to change from time to time, FFA will
      give no assurance that persons who purchase shares of common stock in the
      Minority Stock Offering will thereafter be able to sell such shares at
      prices related to FFA’s Valuation.

            6.  

            Xxxxxxxx
      agrees to indemnify FFA and its affiliates and all persons employed by or
      associated with FFA or its affiliates against all claims, liabilities and
      related expenses, as incurred, arising out of this engagement, unless,
      upon final adjudication, such claims, liabilities and expenses are found
      to have resulted primarily from FFA’s bad faith or willful misconduct. No
      termination, completion or modification hereof shall limit or affect such
      indemnification obligation. In the event FFA becomes aware of a claim or a
      possible claim arising out of this agreement, it shall notify Sunshine as
      soon as possible. Xxxxxxxx will attempt to resolve the claim. In the event
      Sunshine is not able to resolve the claim, it has the option to retain
      legal counsel on behalf of FFA to defend the
  claim.

            7.  

            Sunshine
      and FFA are not affiliated, and neither Sunshine nor FFA has an economic
      interest in, or is held in common with, the other and has not derived a
      significant portion of its gross revenues, receipts or net income for any
      period from transactions with the other. It is understood that FFA is not
      a seller of securities within the scope of any federal or state securities
      law and any report prepared by FFA shall not be used as an offer or
      solicitation with respect to the purchase or sale of any security, it
      being understood that the foregoing shall not be construed to prohibit the
      filing of any such report as part of the Minority Stock Offering
      application or SEC and blue sky filings or customary references thereto in
      applications, filings, proxy statements and
  prospectuses.

Xxxxxxx
Financial Advisors, Inc.
 
Board of
Directors
Sunshine
Savings Bank January 30, 2008
Page
4
 
Please
acknowledge your agreement to the foregoing by signing as indicated below and
returning to FFA a signed copy of this letter.
 
Sincerely,
 
XXXXXXX FINANCIAL ADVISORS, INC.
 
/s/ Xxxxx
X. Xxxxxxx
 
Xxxxx X.
Xxxxxxx President
 
Agreed
and Accepted:
 
SUNSHINE SAVINGS BANK
 
By:                                                                        
 
Title:                                                                    
 
Date:
Document Metadata

FELDMAN FINANCIAL ADVISORS, INC.

Document Metadata
