June 7, 2011 PERSONAL AND CONFIDENTIAL Mr. Joseph M. Solomon President and Chief Executive Officer Fairmount Bancorp, Inc. Fairmount Bank Baltimore, Maryland 21237 Dear Mr. Solomon:Financial Advisory Agreement • June 9th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
This letter agreement (this “Agreement”) is to confirm our understanding of the basis upon which Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is being engaged by Fairmount Bancorp, Inc. and Fairmount Bank (on a joint and several basis and collectively with their respective present and future subsidiaries and affiliates and any entities they may form or invest in, the “Company”).
CONFIDENTIALMerger Agreement • June 9th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus”) is pleased to submit this letter agreement setting forth the terms of the proposed engagement of Stifel Nicolaus as data processing records management agent (the “Records Agent”) for Fullerton Federal Savings Association (the “Bank”) in connection with the proposed mutual-to-stock conversion of the Bank, the simultaneous merger of the Bank into the Fairmount Bank and the concurrent sale of common stock of Fairmount Bancorp, Inc. (the “Stock Company”)to eligible members of Fullerton and the employee stock ownership plan of the Stock Company in a subscription offering with any remaining shares offered to members of the public in a community offering (the “Merger Conversion”).
FELDMAN FINANCIAL ADVISORS, INC.Valuation Agreement • June 9th, 2011 • Fairmount Bancorp, Inc. • Savings institution, federally chartered
This letter sets forth the agreement (“Agreement”) between Fullerton Federal Savings Association (“Fullerton” or the “Association”) and Feldman Financial Advisors, Inc. (“FFA”), whereby Fullerton has engaged FFA to provide an independent appraisal of the estimated aggregate pro forma market value (the “Valuation”) of Fullerton in connection with the Association’s proposed mutual-to-stock conversion and simultaneous merger (“Conversion Merger”) with Fairmount Bank, a wholly owned subsidiary of Fairmount Bancorp, Inc.
