September 11, 2014 Ben Franklin Financial, Inc. Arlington Heights, IL 60004 Attention: C. Steven Sjogren Chairman & Chief Executive Officer Ladies and Gentlemen:Ben Franklin Financial, Inc. • September 12th, 2014 • New York
The purpose of this letter agreement (the “Agreement”) is to confirm the engagement of Sterne, Agee & Leach, Inc. (“Sterne Agee”) to act as the exclusive financial advisor to Ben Franklin Financial (“MHC”), Ben Franklin Financial, Inc. (“BFFI”) and Ben Franklin Bank of Illinois (the “Bank”) in connection with the MHC’s reorganization from a mutual holding company form of organization to a stock holding company form of organization (the “Reorganization”). In order to effect the Reorganization, it is contemplated that all of BFFI’s common stock to be outstanding after giving effect to the Reorganization will be issued to a newly formed stock holding company (“NewCo” and, together with MHC, BFFI and the Bank, the “Company”) to be formed by BFFI, and that NewCo will offer and sell shares of its common stock first to eligible persons pursuant to a Plan of Conversion and Reorganization (the “Plan”) in a Subscription Offering (the “Subscription Offering”) and any remaining shares to the gener
KELLER & COMPANY, INC.Ben Franklin Financial, Inc. • September 12th, 2014
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of Ben Franklin Financial, Inc. (hereinafter referred to as “Ben Franklin Financial”), the stock holding company of Ben Franklin Bank of Illinois(“Ben Franklin”), relating to the second stage conversion (the “Conversion”) of Ben Franklin Financial, Inc., MHC. KELLER will provide a pro forma valuation of the market value of the shares of Ben Franklin Financial 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.
