September 11, 2014 Ben Franklin Financial, Inc. Arlington Heights, IL 60004 Attention: C. Steven Sjogren Chairman & Chief Executive Officer Ladies and Gentlemen:Financial Advisory Agreement • September 12th, 2014 • Ben Franklin Financial, Inc. • New York
Contract Type FiledSeptember 12th, 2014 Company JurisdictionThe purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Ben Franklin Financial (“MHC”), Ben Franklin Financial, Inc. (“BFFI”) and Ben Franklin Bank of Illinois (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of BFFI’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, BFFI and the Bank, the “Company”) to be formed by BFFI, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the gener
January 7, 2014Financial Advisory Agreement • September 10th, 2014 • MW Bancorp, Inc. • New York
Contract Type FiledSeptember 10th, 2014 Company JurisdictionThis letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Mt. Washington Savings Bank (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank (the “Conversion”) and the concurrent sale of common stock of a stock holding company (“NewCo” and together with the Bank, the “Company”) to be formed by the Bank. NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Community Offering and/or a Syndicated Community Offering (the “Community Offering” and, together with the Subscription Offering, the “Offering”). This Agreement sets forth the terms and conditions agreed to between the Company and Sterne Agee with respect to the Conversion, the Plan and the Offering.
Sterne AgeeFinancial Advisory Agreement • March 10th, 2014 • Meridian Bancorp, Inc. • New York
Contract Type FiledMarch 10th, 2014 Company JurisdictionThe purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Meridian Financial Services, Inc. (“MHC”), Meridian Interstate Bancorp, Inc. (“MIB”) and Meridian Savings Bank (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of MIB’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, MIB and the Bank, the “Company”) to be formed by MIB, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the g
September 6, 2013 Edgewater Bank Saint Joseph, MI 49085 Attention: Richard Dyer, President & Chief Executive Officer Mr. Dyer:Financial Advisory Agreement • September 12th, 2013 • Edgewater Bancorp, Inc. • New York
Contract Type FiledSeptember 12th, 2013 Company JurisdictionThis letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Edgewater Bank (“Edgewater” or the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank (the “Conversion”) and the concurrent sale of common stock of a stock holding company (“NewCo” and together with Edgewater, the “Company”) to be formed by Edgewater. Sterne Agee understands that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the general public in a Direct Community Offering and/or a Syndicated Community Offering (the “Community Offering” and, together with the Subscription Offering, the “Offering”). This letter sets forth the terms and conditions agreed to between the Company and Sterne Agee with respect to the Conversion, the Plan and the