0001188112-10-002555 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 23rd, 2010 • Sunshine Financial Inc • Florida

THIS AGREEMENT is entered into as of the ____ day of ________, 2010 (the “Effective Date”) by and between Sunshine Financial, Inc. (“Holding Company”), a Maryland corporation, and Louis O. Davis Jr. (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • September 23rd, 2010 • Sunshine Financial Inc • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is effective this 1st day of January, 2008 (the “Effective Date”), by and among Sunshine Savings Bank, a Federal savings bank, referred to herein as (“Employer” or “Sunshine”), and Louis O. Davis, Jr. (“Executive”), an individual resident of Tallahassee, Florida.

FELDMAN FINANCIAL ADVISORS, INC.
Sunshine Financial Inc • September 23rd, 2010

This letter sets forth the agreement (“Agreement”) between Sunshine Financial, Inc. (“Sunshine” or the “Company”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Sunshine has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of the shares of common stock that are to be issued and sold by the Company in connection with the conversion (“Conversion”) of Sunshine Savings MHC from the mutual to the stock form of organization.

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