[LETTERHEAD]
March 27, 1998
Xx. Xxxxxxx X. Xxxxxxx
President
Cerro Gordo Building & Loan S.B.
000 Xxxx Xxxxx Xxxxxx
Xxxxx Xxxxx, XXX 00000
Dear Xx. Xxxxxxx:
JMP Financial, Inc. ("JMP") is pleased to present this Agreement to
Cerro Gordo (the "Bank" or "Cerro Gordo") to act as appraiser in its
mutual-to-stock conversion and to prepare a business plan for the Bank in
accordance with state and federal regulations. JMP is pleased to have the
opportunity to associate itself with Cerro Gordo and believes that it is
uniquely suited to serve the needs of Cerro Gordo.
SERVICES PROVIDED
JMP Financial will provide an initial appraisal of the fair market value
of Cerro Gordo and will update this appraisal as required by Cerro Gordo or
its regulators according to the terms of this agreement.
JMP Financial will also prepare a business plan for Cerro Gordo in
compliance with federal regulations for filing with its application for
conversion.
FEES
JMP's fees for the initial appraisal and for the business plan will be
$12,500. Cerro Gordo shall also reimburse JMP for JMP's reasonable expenses
as they are accrued.
Fees shall be payable according to the following schedule:
- Upon execution of this Agreement -- $5,000
- Upon filing of the Appraisal -- $2,500
- Upon filing of the Business Plan -- $2,500
- Upon the earlier of closing of conversion to stock form or one year after
execution of this Agreement -- All remaining fees and expenses.
Page Two
Xx. Xxxxxxx
March 27, 1998
Cerro Gordo agrees to pay to JMP a fee of $1750 for each written opinion
or update required by the Bank or its regulators on behalf of the Bank
pursuant to its mutual-to-stock conversion and performed by JMP after the
filing of the original appraisal, but not including the final "bring-down"
letter to the FDIC.
INDEMNIFICATION
The Bank agrees to indemnify and hold harmless JMP and each of its
officers, directors, employees and agents, and each person who controls JMP
within the meaning of Section 15 of the Securities Act of 1933, against any
and all loss, claim, damage, liability and expense (including reasonable
attorney's fees) arising in connection with the performance of JMP's
responsibilities thereunder, including any litigation arising from this
Agreement or involving the subject matter hereof. Provided, however, that
the Bank shall have no liability to JMP to the extent that any loss, claim,
damage liability, or expense is found by a court of proper jurisdiction to
have resulted from the willful misconduct, bad faith or gross negligence of
JMP or any of its agents. Further, JMP shall notify the Bank promptly of the
assertion of any claim against its in connection with the he performance of
JMP's responsibilities in connection with the he conversion of the Bank from
mutual-to-stock form or arising under this Agreement or involving the subject
matter hereof. The Bank agrees that the indemnification and reimbursement
commitment set forth in this agreement shall apply upon written notice to the
Bank and regardless of whether JMP is a formal party to any such lawsuits or
other proceedings; that JMP is entitled to separate counsel of its choice in
connection with any of the matters to which such commitment relate; and that
such commitments shall extend upon the same terms set forth in this
agreement, to any controlling person, director, officer, employee or agent of
JMP and shall survive any termination of this Agreement.
CONFIDENTIALITY
As part of this Agreement JMP agrees to hold all information provided by
the Bank and to conduct all discussions with others in the strictest
confidence possible in keeping with the performance of its services
contemplated hereby.
RELIANCE UPON INFORMATION PROVIDED BY CERRO GORDO
Cerro Gordo understands that all analysis, opinions, conclusions and
recommendations which are to be proffered by JMP will rely on the accuracy of
information from and representations made by the bank and its employees and
officers and that presentation of the business plan will require the Bank to
provide JMP with historical and projected loan and deposit composition on a
timely and complete basis.
Page Three [LETTERHEAD]
Xx. Xxxxxxx
March 27, 1998
NOTICES
All notices required or permitted hereunder shall be in writing and
shall be deemed delivered when personally served, or, three days, after being
deposited in the United States mail, registered or certified, return receipt
requested, as addressed as follows:
IF TO JMP FINANCIAL, INC.
JMP Financial, Inc.
000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx Xxxx, Xx. 00000
Attn: Xx. Xxxx X. Xxxxxx
IF TO CERRO GORDO BANK, SSB
Cerro Gordo Building & Loan s.b.
000 Xxxx Xxxxx Xxxxxx - P. O. Box 680
Cerro Gordo, ILL 61818
Xxx. Xxxxxxx X. Xxxxxxx
COMPLETE AGREEMENT
This Agreement sets forth the entire understanding among the parties as
to the subject matter hereof and supersedes any other understanding or
arrangement, written or oral, express or implied, between the parties.
EFFECTIVENESS OF AGREEMENT - SEPARABILITY
If any provision of this Agreement is held to be void, unenforceable,
unlawful or invalid, all of the other provisions hereof nevertheless continue
in full force and effect as if such void, unenforceable, unlawful or invalid
provisions were omitted. If any provision hereof shall be held to be void,
unenforceable, or invalid by reason of the scope thereof, then such provision
shall be construed and enforced to the extent of the fullest valid and
enforceable scope thereof.
AMENDMENTS
This Agreement may not be amended except by written instrument signed by
an officer or all parties at the time of the amendment, any other attempted
amendments or supplements shall have no force or effect.
Page Four
Xx. Xxxxxxx
March 27, 1998
We look forward to working with you and are prepared to proceed as soon
as you deem it appropriate. If this Agreement meets with your approval
please indicate so by executing below.
Very truly yours,
JMP FINANCIAL, INC.
/s/ Xxxx Xxxxxxx Xxxxxx
--------------------------------
Xxxx Xxxxxxx Xxxxxx
President
ACKNOWLEDGEMENT AND ACCEPTANCE
Cerro Gordo Bank SSB Cerro Gordo Building and Loan, s.b.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxx
Its: C.E.O. and Secretary-Treasurer
