Attention: Robert J. Stroh, Jr. President, CEO, and CFOEngagement Letter • December 6th, 2013 • Sugar Creek Financial Corp./Md/ • New York
This letter confirms the engagement of Keefe, Bruyette & Woods, Inc. (“KBW”) to act as the conversion agent to Sugar Creek MHC (the “MHC”), Sugar Creek Financial Corp. (the “Financial Corp.”), Tempo Bank (the “Bank”), and, upon formation, the Holding Company (as defined below) in connection with the MHC’s proposed conversion and reorganization from the current mutual holding company form of organization to a stock holding company form of organization (such conversion and reorganization together, the “Reorganization”) pursuant to the MHC’s Plan of Conversion and Reorganization (the “Plan of Reorganization”). In accordance with the Plan of Reorganization and in order to effect the Reorganization, it is contemplated that (i) the MHC will merge into the Financial Corp., (ii) the Financial Corp will merge into a new stock holding company (the “Holding Company”), (iii) the Holding Company will offer and sell shares of its common stock (the “Common Stock”) initially to eligible persons in a S
