ContractAgency Agreement • August 10th, 2006 • Citizens Community Bancorp Inc. • Savings institution, federally chartered • New York
CITIZENS COMMUNITY BANCORP, INC. (a Maryland corporation) 4,600,000 Shares (Subject to Increase Up to 5,290,000 Shares) COMMON STOCK (Par Value $0.01 Per Share) Subscription Price $10.00 Per Share AGENCY AGREEMENT August __, 2006 Keefe, Bruyette & Woods, Inc. 211 Bradenton Drive Dublin, Ohio 43017-5034 Ladies and Gentlemen: Citizens Community Bancorp, Inc., a newly formed Maryland corporation (the "Company"), Citizens Community MHC, a federally chartered mutual holding company (the "MHC"), Citizens Community Bancorp, a federally chartered stock holding corporation (the "Mid-Tier Holding Company"), and Citizens Community Federal, a federally chartered stock savings bank (the "Bank"), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. ("KBW" or the "Agent"), as follows: Section 1. The Offering. In accordance with a Plan of Conversion and Reorganization (the "Plan" or "Plan of Conversion") adopted by the Boards of Directors
