Up to 1,190,250 Shares (Subject to increase to up to 1,368,788 shares) TEB BANCORP, INC. (a Maryland corporation) Common Stock (par value $0.01 per share) AGENCY AGREEMENTAgency Agreement • September 12th, 2018 • TEB Bancorp, Inc. • New York
TEB Bancorp, Inc., a Maryland corporation (the "Company"), TEB MHC, a Wisconsin-chartered mutual holding company in formation (the "MHC"), and The Equitable Bank, S.S.B., a state chartered mutual savings bank (the "Bank"), hereby confirm their agreement with FIG Partners, LLC ("FIG" or the "Agent") with respect to the offer and sale by the Company of up to 1,190,250 shares (subject to increase to up to 1,368,788 shares) of the Company’s common stock, par value $0.01 per share (the "Common Stock"). The shares of Common Stock to be sold by the Company in the Offerings (as defined below) are hereinafter called the "Securities." It is acknowledged that the number of Securities to be sold in the Offerings may be increased or decreased as described in the Prospectus (as defined below). If the number of Securities is increased or decreased in accordance with the Prospectus, the term "Securities" shall mean such greater or lesser number, where applicable.
June 5, 2018 The Equitable Bank, S.S.B. Wauwatosa, WI 53226 Attention: John P. MatterTEB Bancorp, Inc. • September 12th, 2018 • Georgia
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of FIG Partners, LLC (“FIG”) to act as the exclusive financial advisor to The Equitable Bank, S.S.B. (“Equitable” or the “Bank”) in connection with the proposed reorganization into the mutual holding company form of organization (the “Reorganization”). It is further understood that the Reorganization will include the formation of a Mutual Holding Company (the “MHC”) as well as a mid-tier stock holding company (the “Holding Company”) and together with the MHC and the Bank, the “Company” and the associated sale of common stock of the Holding Company as further described below.
KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTSTEB Bancorp, Inc. • September 12th, 2018
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of The Equitable Bank, S.S.B. (hereinafter referred to as “Equitable”), relating to the mutual to stock conversion of Equitable and minority stock offering (“the “Stock Offering”) of Equitable’s mid-tier holding company. KELLER will provide a pro forma valuation of the market value of the shares of Equitable’s mid-tier holding company to be sold in connection with the minority stock offering.
