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