FORM OF TWO-YEAR CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 11th, 2019 • Cincinnati Bancorp, Inc. • Ohio
This Change in Control Agreement (this “Agreement”) is made and entered into effective as of [date] (the “Effective Date”), by and between Cincinnati Federal, with its principal administrative office at 6581 Harrison Avenue, Cincinnati, Ohio 45247 (the “Bank”) and [NAME] (the “Executive”). Any reference to the “Company” shall mean Cincinnati Bancorp, Inc. or any successor thereto.
June 25, 2018 CF Mutual Holding Company Cincinnati Bancorp Cincinnati Federal Cincinnati, OH 45247Services Agreement • September 11th, 2019 • Cincinnati Bancorp, Inc. • New York
This 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 general public in a co
KELLER & COMPANY, INC.Subscription Rights Opinion • September 11th, 2019 • Cincinnati Bancorp, Inc.
The purpose of this letter is to provide an opinion of the value of the subscription rights of the “to be issued” common stock of Cincinnati Bancorp (the “Corporation”), in regard to the stock offering of the Corporation.
KELLER & COMPANY, INC.Conversion Valuation Agreement • September 11th, 2019 • Cincinnati Bancorp, Inc.
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of the successor to Cincinnati Bancorp (hereinafter referred to as “Cincinnati Bancorp”), the mid-tier stock holding company of Cincinnati Federal (“Cincinnati Federal”), relating to the second stage conversion (the “Conversion”) of Cincinnati Bancorp. KELLER will provide a pro forma valuation of the market value of the shares of Cincinnati Bancorp to be sold in connection with a second stage conversion and the corresponding exchange ratio and prepare the pro forma valuation tables in the prospectus.
